Spider-Man Back In the Neighborhood
by AzureSpider
Summary: Sequel to Spider-Man Downfall, and also set in Earth 763. After the chaos and turmoil of his private war with the Goblins, Spidey's looking to at last get to move forward and get a fresh start after everything that's happened lately. But both old foes and new ones stand in the way of that goal, not to mention his ever-complicated relationship with a beautiful woman named Felicia.
1. Questions and Answers

Chapter 1: Questions and Answers

**Author's Note: At long last, I am doing the sequel to Spider-Man Downfall. I've had different ideas of what I wanted to do for a sequel, but I had other projects that I was working on. But now I've finally gotten around to it. I hope you all enjoy!**

_Though it had been six years since it had happened, he still remembered that day as though it had been yesterday._

_It was on the Brooklyn Bridge, the evening fast approaching. It's amber light shined down upon the scene that would haunt Peter Parker and his alter-ego forever after it had unfolded. Gwen Stacy lay unconscious on the edge of the bridge. Spider-Man, seeing the love of his life at the mercy of the green and purple colored sadist who hovered above her rushed in, instinct overriding all other senses save for his omnipresent Spider Sense that compelled him to dodge out of the way of Green Goblin's projectiles._

_But as he was on the cusp of reaching him, the Green Goblin grabbed Gwen and hurled her over the bridge._

_In that moment everything had slowed down and Spider-Man broke off his attack on the Green Goblin to dive after Gwen as she plummeted. Leaping over the edge of the bridge and attaching a web-line to it, Spider-Man swung around to catch Gwen, or else bring himself close enough to her that he could jump forward and catch her in his arms._

_But the Green Goblin came around and smashed into Spider-Man with the full force of a speeding car, knocking Spider-Man backwards and away from Gwen as she continued to fall. Spider-Man tried to fight the Green Goblin off, but his grip held long enough that by the time Spider-Man broke free Gwen had nearly reached the water. Swinging in hard and fast and then divebombing down, Spider-Man shot out a web-line at the brooklyn bridge and another at Gwen. When he caught her though, he heard a snapping sound…_

_"No…"_

Peter Parker's mind flashed back to the present and away from the painful images of the past as he happened upon the single worst part of it. Returning to the present in full, Peter looked on at the woman he had loved and then lost standing in his doorway looking as alive and well as she had ever been.

"Gwen...how…"

"Can I please come in?" she asked innocently.

Dumbfounded, but nevertheless complying, Peter wordlessly moved out of the way and allowed Gwen entrance into his apartment. Shutting the door behind her, Gwen turned to Peter. "I'm sorry it took so long for me to find you, but I didn't know you had moved out of your old apartment. It took me forever to find out where you live now."

"Gwen, I...how are you here?"

"What do you mean?" Gwen asked with a frown. "I just told you how I'm here. I learned you live here now."

"Gwen you...you died."

"I what? Peter what are you talking about? I didn't die. I was kidnapped…"

"What?"

"Well at least I think I was. I woke up in this dark room, and I couldn't remember how I got there. Nobody was around though, and there was nothing keeping me from leaving, so I left. There were some clothes waiting for me when I made my way out of the dark room. I put them on and then I tried to go home, but I saw people living in my house who said they'd owned it for years. I wasn't sure what to do at that point so I went looking for you."

"Gwen...you were dead. That's why people moved into your house. You've been dead for six years."

"But how is that possible? I...I'm here right now! I couldn't have been dead!"

"I don't know" Peter said. "But it's the truth. I went to your funeral Gwen. Your tombstone is still there, right next to your father's."

By this point, Gwen was fighting back tears and sat down as she struggled to come to grips with what Peter was telling her. "I don't understand…" Gwen said, on the verge of succumbing fully to despair at how she had been dead six years and was now alive and well.

"I don't either." Peter admitted. "Gwen, what was the last thing you remember before waking up in the dark room?"

"I…" Gwen closed her eyes as she strained to remember. "I...remember going with you to the Coffee Bean. We laughed, we kissed, we spent some time together by ourselves. Then I went home...and that's all I remember."

Peter went through his own long stored-away memories as Gwen said this. He too remembered that particular night, as it had been their very last night together. It was nothing particularly romantic. No declarations of love, no night of passion or intimacy, not even a trip to a romantic film together. If only Peter had known it would be the last night he would see Gwen alive…

But now it seemed that it wasn't after all. Facing him now was the woman he had loved, lost, and buried standing before him not only alive but also to be frank exactly as beautiful as he remembered. How could that be? That question had already entered Peter's mind well over a dozen times now, and still he could not give an even remotely satisfying answer. So for the moment at least he decided to give up the futile attempts. For now, he could bring himself to focus not on the how but on the what. And the what was that Gwen was alive again, sitting in his apartment, and every bit as clueless to how she came back as Peter was.

"You said I was dead for six years…" Gwen whispered. "What happened while I was…" Gwen lowered her head rather then finish her sentence.

"A lot." Peter said bluntly. "For starters, the Green Goblin died."

"He did? How?"

"After he…" Peter hesitated, the words becoming like a stopper in his throat before he coughed it up. "...killed you, he tried to kill me. He wound up killing himself instead when that glider of his flew into him."

"And then what? What else happened?"

"Well quite a bit happened Gwen...it was six years!"

"I have to know Peter" Gwen said with a pleading look on her face. "I have to know what happened when I was dead. What happened to you?"

Again Peter hesitated. The last six years of his life was a long thing to recount, especially when Gwen was asking to know everything. And of course that he still didn't know how Gwen could possibly be alive again only served to further complicate things. But he also wasn't sure how he could refuse, not when he saw the face of his first love looking at him with a sense of true desperation. That she needed to know what had happened in her absence or else she wouldn't be able to continue. And so with a sigh Peter began the story Gwen begged him to tell.

He began with the events following her death, how their mutual science professor Miles Warren had subsequently snapped and tried to destroy Peter with clones of himself. He told her about the Jack O'Lantern and Hobgoblin both picking up where the Green Goblin had left off, about the black suit that had taken over him and played off of his lingering grief and rage over Gwen's death to turn him into something he wasn't before he at last got rid of it. He told her then about how that suit had gone on to create a new villain in Venom who in turn spawned another symbiote that became Carnage, who came closer to killing Spider-Man than most. And though he hesitated to mention it, Peter also told Gwen of his love-life, and how he had pursued romances with both Mary Jane and Black Cat, though he neglected to mention how Black Cat had just recently confessed that she was still in love with him and also kissed him.

Finally, Peter came to the events of the last few months, with Harry Osborn having orchestrated a ruthless series of attacks on him and his loved ones and tried to kill him and everyone he loved, followed by Peter's being fired from the Daily Bugle and then finding Gwen herself alive and well.

"...and that's everything." Peter finished, taking in a deep breath as he did. And for the longest time after that there was silence as Gwen took in everything she'd just been told. Finally, after a great period of silence she said softly: "Wow. Amazing how much can happen in just six years huh?"

Peter nodded. "No kidding."

"...so what happens now?"

Peter sighed, letting the air in and out slowly and laboriously. There was no savoring the intake or exhale of the air though. "I honestly don't know Gwen. I mean I'm still dealing with you being alive…"

"Well I can't just go back to where I used to be. Like you said, people live in my house now. And since I'm supposed to be dead, I won't be able to get a new one without people recognizing me and getting suspicious…"

"Not everyone will instantly recognize you." Peter pointed out.

"No, but someone will recognize me eventually, and then they'll get suspicious and start looking me up. And then they'll know. Peter, I don't want to start a whole investigation and fuss over my coming back. I just want to be able to live my life now that it's apparently been given back to me. So what am I going to do?"

Peter considered. What Gwen said had merit. Her death had been big news when it had happened. And while it was possible that if Gwen were to show up in public again she could conceivably get by without being identified as the same Gwen who had died six years ago, Peter could understand her not wanting to take that chance. But then of course where was she to go?

For a moment Peter suggested she go someplace other than New York to live. Surely someone living in say, Colorado, would not recognize her? But of course then how would Gwen get there? She did not own a car of her own with which to drive to another state and he did not own a car either, meaning he couldn't take her somewhere else. And besides that, Peter did note the seeming callousness in telling Gwen to go away and leave behind the only home she'd ever known.

Finally, with another sigh Peter said: "Gwen, I...I don't know. I'll think of something, I promise. But for now...why don't you live here with me?"

Gwen's blue eyes lit up as Peter said this. "Do you really mean that Peter?"

Peter nodded. "Yeah, I do. I can set up a bed for you and everything. You can live here with me until I can think of some place else for you to go."

As Peter said this, Gwen rushed forward and enveloped him in a hug. "Thank you so much. I love you…"

"Yeah…" As Peter returned the hug, he found himself thinking back on the love he and Gwen had shared with one another so many years ago. A love that had been cruelly destroyed by the Green Goblin. But now that Gwen had miraculously returned, was Peter going to pick up where he and Gwen had left off? Was it really possible for them to rekindle that fire that had long ago burned out with Gwen's death?

As Peter thought these things and asked these questions, his mind in turn drifted to thoughts of Black Cat, and as he remembered the kiss he had shared with her only hours ago, he began to feel immensely guilty and conflicted. His feelings concerning the sultry cat burglar turned hero and ally were already complicated as is. Gwen's return and the opportunity to continue his romance with her only served to further complicate things, and Peter for one was unsure of what to do. For now though, he could at least allow Gwen to stay with him for her benefit. Whether or not he would choose to become lovers with her again, he could at least do this for her.

"I love you." Gwen repeated. "And I've missed you so much…"

"Me too," Peter said as he continued to hug Gwen. "Me too…"

**Author's Note: I really, really should have gotten around to doing this a LONG time ago, but better late than never I suppose. At long last here's the sequel to Spider-Man Downfall. Before we begin I feel I should stress a few things:**

**1. The timeline of this story is the prologue picks up where Downfall left off, which is in 2012. Then we jump ahead six months, where the rest of the story takes place in 2013. So it's not quite the present day but not too far back either.**

**2. If you haven't read Downfall I STRONGLY urge you to do so before reading this story, or you will likely have no idea what is going on here. And for reference, read the re-write, as this story is a sequel to the re-write.**

**3. Yes, in my Marvel Universe Gwen knew Peter was Spider-Man, like in the Amazing Spider-Man films.**

**4. In respects to Peter's being so surprised that Gwen's alive again when as we know nobody in comics ever stays dead, the reason for that is because in my Marvel Universe resurrections almost never happen. When characters die in my Marvel Universe, they tend to not come back. Thus, Peter's being surprised that Gwen is alive again is not mere arbitrary skepticism.**

**And with those two things out of the way, I hope you enjoy my long over-due sequel to one of my greatest fan-fictions of all.**


	2. New Job, New Day, New Life

Chapter 2: New Job, New Day, New Life

Considering the circumstances (and events) of his last visit half a year ago, Peter Parker arrived at ESU with a fair bit of trepidation. As he went looking for Curt Connors, he told himself that regardless of whether or not he got the job he was seeking here, it was for the best that he came. It gave him a chance to check on Doctor Connors in person and see if he had recovered completely from his time as the Lizard and if he was acclimating well.

Eventually, Peter located Connors' office and found the door to be closed and locked. Peter knocked, as he did noting how it was not like Connors to keep his door locked and shut. But then it had been a few years since Peter's graduation, so perhaps the good doctor had changed his ways in the years leading up to his transformation.

_Or maybe it's a new thing and that was the cause._ Peter thought. As he did though, the door opened, and on the other side was Curt Connors, looking a good deal less well composed than the last time Peter had seen him, eyes looking worn and tired before widening in surprise at seeing Peter again.

"Peter, what is this about?"

"Honestly? A job. Can I please come in?"

"Uh, yes, yes of course." And so Connors stepped to one side and allowed Peter entrance into his office. Once inside Peter could see that the interior had changed a bit. All of Connors' old books pertaining to reptiles, his cage containing small lizards, and anything and everything else having to do with his old obsession had been removed. As a result the room felt a good bit stripped down and in many respects hardly felt like Curt Connors' office as Peter had remembered it.

"So Peter, you said that your visit was about a job?"

Peter nodded. "Yeah, I kind of got fired from my job at the Daily Bugle about six months ago. Now that my severance package and a good portion of my savings have been used up, I need to find something else to do, and honestly I was hoping it could be something other than photography. I've always been into science, and so I figured maybe I could get a job here. As your assistant."

"You want to become a teaching assistant here at ESU?"

Peter nodded. "If it's not too much trouble, yes, I do."

Connors seemed to consider this for a moment before saying: "I'll see what I can do. I'll probably have to do some convincing, which will not be easy. I'm lucky to still have a job of my own right now. So it's probably not a good time to be going around asking for favors. But I will see what I can do. Just don't get your hopes up too high though. If I were you I'd look for some other possible avenues just in case this doesn't fall through."

Peter nodded. "I understand. But, thanks anyway."

Connors made a weak smile. "After everything you've done for me recently, it's the very least I can do."

-X-

The nights were the worst.

Walking home every night, Thomas Miller was always particularly jittery, prone to looking over his shoulder and always quickening his pace whenever it became too dark out. New York might be a city known for never sleeping, and also for being filled with bustling crowds, but not all parts of the city where quite so densely populated at all hours. The trip through the ominous alleyways and small stores and abandoned buildings that was Thomas' journey back home was one such area where there was often not a soul in sight, at least not at this time of day. And when there was, it usually wasn't anyone Thomas knew or wanted to know.

As his ears picked up the sound of footsteps, Thomas quickened his pace. He also heard what sounded to him like a thumping sound, a rapid, loud thumping sound but he convinced himself that it was merely the sound of his nervous heart. He really should see a doctor about it…

A man appeared in front of him. "Hey man, why the rush?"

Another man appeared from behind him. "Yeah? You scared or something?"

Thomas could tell by the tones in their voices that they weren't concerned for his well-being. What they said next only confirmed that.

"Hey man, no need to be afraid. You just give us a little something, and we'll be on our way."

"I...I don't have anything to give…"

"Yeah, that's what they all say. But it turns out most of them do have something to give. Once we go out of our way to...remind them."

And then, the man in front of Thomas produced a switchblade. Thomas backed away nervously but the man behind him grabbed him and held him still. As he did though, Thomas saw a sight that managed to make his mugger look innocent by comparison.

"W-what's that? Behind you?"

"Hey come on man, don't pull that old tr-"

The thug with the switchblade was cut off when the massive reptilian creature that had made it's presence known grabbed him by the head and hoisted him aloft. The man screamed in terror and pain both as the beast sank it's claws into his head, drawing blood, before then throwing him to the side with such force he went flying before smashing into the side of a nearby building and then falling. He was killed the second he hit the ground.

By this point the other thug had let go of Thomas and run off, and Thomas would have run off with him had he not been rooted in place, sweating like crazy and eyes bulging out in horror at the thing he saw. It was clearly reptilian, but also humanoid and standing upright. It boasted a slim tail in addition to it's legs and arms that ended in clawed hands and feet. It was green in color, and had a maw full of teeth as well as the smallest of spikes on the back of it's head.

The creature narrowed it's yellowish colored eyes at Thomas and advanced threateningly towards him before the sounds of police sirens could be heard, suggesting that someone in one of the stores had seen what was happening and called 9-11. The creature roared in response to the sirens but nevertheless turned around and took off in the opposite direction, disappearing into the night.

_I really need to get a job that's closer to home._ Thomas thought.

-X-

When Peter Parker went through the day's copy of _The Daily Bugle_, one article in particular caught his eye, namely one that reported a suspicious death and also the apparent sighting of something that one definitely did not see everyday.

The article claimed that a man had been found dead, having fallen from a building onto the pavement below. However what was strange was that the man had also been slammed into something with force beforehand going by a fractured back-bone, and also had several puncture marks on his face and head. In all, it was a thoroughly messy end, and one that raised quite a few questions: how had the man acquired the puncture marks and back injury if he'd died by falling off the edge of a building? The answer, according to an interview with the one witness who would talk to the cops, was that a massive creature of some kind had grabbed the man by the head and face (thus explaining the puncture marks if the creature had had claws) and then thrown the man into the side of the building, where he then plummeted to his death. A rather fantastic claim, but then by this point in time New York had already seen and experienced so many strange and bizarre sights that oftentimes defied imagination, reason, and everything else besides, that the idea of a large creature wasn't entirely out of the question. Especially since there were easily a few different characters who could fit the description. For his part, Peter was thinking it might be Venom, especially since a switchblade with the victim's fingerprints on it had been found at the crime scene. Probably just one of many examples of Venom's brutal "justice" at work.

But what if it was something else? Possibly even an entirely new threat? If that were the case, then Peter figured he should look into it. Knowing that whatever had done it (assuming it was not, in fact Venom) would be unlikely to be running around in broad daylight, Peter decided he'd wait until it was night-time before he went out on the hunt. In the meantime, Peter was intrigued by one other thing of note in the day's copy of _The Daily Bugle_, and that was of a new up-and-coming R&D facility called Horizon Labs. It's being an institution specializing in radical scientific ideas and technologies dedicated to benefiting the human race was something that appealed to both Peter's love of science and Spider-Man's desire to help others. So with that in mind, Peter wondered if perhaps they were hiring…

Peter smiled. He still had plenty of time to spare before nightfall. He could afford to pay Horizon Labs a visit.

-X-

The interior of Horizon Labs proved to be quite spacious and inviting, and as such Peter felt just a bit more confident walking up to the bearded and bespectacled man behind the desk to ask him: "Uh, excuse me, I was wondering if I might apply for a job here."

The main raised an eyebrow in the face of Peter's rather direct question. "Do you have references?"

"I haven't had a job like this one before." Peter admitted before adding quickly: "...but I did graduate from ESU at the top of my science class and have a professor there who will vouch for me. And I brought this…"

Peter produced his diploma, along with the other credentials he had to recommend himself. He doubted it would be enough without a previous job to go along with it but nevertheless prayed that it would be.

The man at the desk looked it all over with a blank face that betrayed no emotion. Finally, he looked up at Peter and said: "So this is everything? You've had no employment in a scientific field prior to this?"

Peter shook his head. "No sir I haven't."

The man stroked his beard as he continued to look at that which Peter had brought with him to show. "Okay then, since you're so interested and you went out of your way to bring all of this to prove yourself, I'll see if I can't get Mr. Modell down here and let you plead your case to him."

Peter nodded. "I'd appreciate that a lot."

So it was that Peter took to waiting in the reception room for a little while before at last a heavier man in casual clothes with red hair, a beard, and glasses appeared. Peter got up as the man walked over to him.

"Are you the one who's here looking for a job?" the man asked in a curious tone. Peter nodded.

"Well then…" the man said, raising a hand for Peter to shake. "I'm Max Modell. I'm something of the head honcho around here, but don't go around telling the others that. Geniuses tend to be pretty prideful as I'm sure you know."

"It's an honor sir." Peter said. "This place looks and sounds amazing. I'd love to be able to work here."

"Yes, I got that impression when I was called down here. Alright then, if you want to work here, let me show you around…"

Needing no other incentive, Peter followed Max Modell as he led him through one massive room after another, and each one was more impressive, awe-inspiring, and in Peter's mind "geek-tastic" then the last. It was as though by entering the doors of Horizon Labs Peter Parker had stepped into an alternate world where everything went his way and he was in scientific paradise.

_Wonder if the Baxter Building's anything like this…_ Peter joked to himself. _Difference being that unlike old flame head, I actually appreciate what I see._

And see Peter did. He saw chambers where plants were artificially grown and sped through their life cycles until they reached their prime. Just adjacent to that he saw what looked like a piece of vibranium being studied intently, with what Peter recognized as Wakandan Calculus written all over a board behind the vibranium piece. Peter was fairly certain he wouldn't be able to follow it through the way these other scientists could. The only reason he knew what Wakandan Calculus was at all was because of his few team-ups with the Black Panther over the years, but that hardly made him any kind of expert in the field.

As they kept walking, Max introduced Peter to another of his scientists, a man who looked to Peter's eyes almost like a middle-aged version of himself. He even wore the exact same glasses Peter had worn prior to getting his powers.

_...maybe I really **do** belong here. I'm looking at my future self!_

"..this is Doctor Cueller. He's one of our best scientists here at Horizon Labs. Currently working on something that if it works, will revolutionize exploration of our solar system, the greater galaxy, and even, the greater universe." As Max said all of this, Peter couldn't help but be impressed. Those were some pretty far-reaching ambitions. And Peter didn't even know what it was exactly that the doctor was working on.

In response to Max's statement, Doctor Cueller raised an eyebrow. "_...if?_"

"Ah, my apologies. When his invention is finished and works."

"What is your invention anyway?" Peter asked.

"Self-replicating machines." Doctor Cueller said matter-of-factly. "The perfect tool for exploration."

"Yeah, I could see how they would be." Peter said with a nod before adding: "...but aren't you afraid of the Grey Goo scenario?"

Doctor Cueller's thin lips formed into a dry smile. "Ah, so you've heard of that idea have you? I like you more already." Doctor Cueller nodded. "Yes, I have taken that into consideration. Rest assured that my self-duplicating machines will not be bringing about the apocalypse. I've taken every recommended precaution and then some."

"Good to know."

Past Doctor Cueller, Peter was introduced to another pair of scientists, these two by far the oldest men in the building that Peter had seen thus far, with one of them also rather diminutive in addition to his rather unassuming to begin with appearance.

"These are Doctor Nero and Doctor Wolffe. They're working on new avenues for solar energy. Building machines that can store solar energy near losslessly to create more efficient and sustainable technology for day-to-day life."

"Sounds great." Peter said. "Have they finished anything yet?"

"No, I'm afraid not. But they should be done with one of their big inventions in a few more years. The Solar Cell they call it."

"Solar Cell?"

Max Modell nodded. "Yes. They're supposed to be capable of efficiently storing vast amounts of energy without loss. Doctor Nero predicts that the first Solar Cell-products will be on the market by the end of 2016."

"Just in time for the Holidays." Peter noted with a slight smile. "Talk about perfect timing."

"Yes, I agree. Truth be told, I don't believe that true genius or talent should have to punch a time clock. So long as the inventions come when they're needed most, I'm content to sit still and wait. We don't run a very tight ship here."

"Music to my ears." Peter said. "After about a decade on one of the tightest ships there is, I could use something a bit looser."

"Well then it looks like you found yourself a good opportunity here." Max said happily. "We'd be willing to see what you have to offer if you're still interested."

"You bet I am!" Peter said happily. He shook hands with Max Modell. "This is me hitting the Big Time!"

-X-

With his chances of getting a job at what was more and more looking like the ultimate job for Peter Parker looking pretty good, Spider-Man was in a pretty good mood when he went out that night to go looking for the mysterious creature that had already left at least one person dead. As it was, Spider-Man didn't expect to find anything just by swinging around New York, but he did it anyway just in case he did, especially since there was always the possibility of something else happening. New York was, after all, the city that never slept.

As fortune would have it though, Spider-Man's spider-sense did indeed begin to go off, and upon following it to it's source saw a rather grisly sight, namely a man who something had clawed into pretty good, or bad as it were. Already people were approaching the body with looks of awe and horror. One person even doubled over and threw up.

But Spider-Man's spider-sense continued to ring. The more he followed it, the farther away from the busy and crowd-populated areas he got. Then he saw the manhole cover that had been ripped straight off.

"Looks like I get to take a trip down into the sewers." Spider-Man noted. "Something tells me I should expect a shower or six when I get home."

Leaping down through the manhole, Spider-Man landed into the sewers and was immediately assaulted with the oppressively bad smell that it contained. The combined stench of everything and anything that went down a drain was present here, and it punched right through Spider-Man's mask and up his nostrils with such force that he felt about ready to faint.

_Why, oh why did it have to be the sewers?_

Making his way through, and doing his absolute best to avoid the sewer waters at all costs, Spider-Man continued to follow his spider-sense as it began to buzz harder and harder in his head, it's own personal way of telling him "you idiot, don't go near this thing, go away from it." But of course if he ran from danger rather than faced it head-on, he wouldn't be a very good Spider-Man.

Finally, Spider-Man heard up ahead screams of pure terror, the kind of screams a person made when they were absolutely positive they were going to die and wanted to let out everything they had before the end. With this in mind, Spider-Man sprinted towards the source of it as fast as he could, web-zipping from wall to wall to close the distance in time. Turning around the corner Spider-Man was devastated to find that he was too late, as a sewer worker's body was slumped up against one of the walls with deep claw and teeth marks in his body. A second man however, still lived, but was about to become the creature's next victim.

Wasting no time, Spider-Man shot a web-line out at the man that stuck to his back. With a single yank, Spider-Man sent the man flying backwards and towards him. He landed in the sewer water with a large splash that sent up an equally large amount of the oppressive sewer water. Clinging to the wall as he was, Spider-Man was mercifully spared from being doused in it. Looking out, he could see the creature retreating, soon vanishing from view before Spider-Man could get a good look at him. Web-zipping to the next wall and the next one after that, Spider-Man kept up his pursuit, as he did processing the parts of the creature's appearance that he had managed to take in. The one thing that stood out was that it had a tail. Spider-Man could think of one villain with both that and claws, but he'd defeated him six months ago. It couldn't possibly be him again could it?"

Following his quarry into another area of the sewers, Spider-Man found himself in a larger and more cavernous area, one with large machinery in the background. His spider-sense was now buzzing quite strongly, telling him that his foe was nearby and most assuredly in the same room.

As Spider-Man looked around and continued to see no sign of his quarry, he decided to call out to it in an attempt to goad it out of hiding.

"Alright pal, I don't know if you heard, but we've got a strict "no killing people" policy here in New York. So as a responsible citizen I'm going to have to ask you to come out now before I decide to actually go in there and kick your a-"

Spider-Man was cut off when the thing he had been chasing at last stepped out of the shadows and revealed itself in full.

The creature confronting him was a massive humanoid reptilian creature with a long, slim tail and a powerfully built body. It's limbs were muscular, and it featured a mouth full of razor sharp teeth, along with reptilian eyes that narrowed with feral hatred at Spider-Man as he stared him down.

In all, this new foe reminded Spider-Man a little too much of a certain someone for his liking, and in turn seemed to confirm what he had earlier been fearing.

_It can't be...I cured him. So what's this Lizard-like creature doing here?_

Spider-Man barely had time to think this before the reptilian monster charged towards him with a level of speed that was very near what Spider-Man had remembered from the Lizard. As he slashed furiously with his extended claws and did everything in his power to try and grab Spider-Man and pummel him, the web-head couldn't help but notice a similarity to the brute's fighting style also. Between it all Spider-Man couldn't help but fear that the good doctor had somehow regressed and become the Lizard once more.

_Either that or it's a Lizard Jr. I can't say I like that scenario any better…_

Again this new reptilian monster charged at Spider-Man, as it did swinging it's muscular tail about in one sweeping arc after another. Spider-Man ducked under or leaped over each swing as it came, all the while getting in hits on his foe where he could. As he continued to send his fists slamming into the beast's scaly hide over and over, he noticed that he met less resistance than he'd remembered with the Lizard. Indeed, each punch seemed to do it's job in staggering Spider-Man's foe and causing him pain.

_Hm. Not quite as hardy as I remember. I like that._

Spider-Man kept up his assault, ducking and evading when needed before closing the distance again and slamming fist after fist into his enemy's scaly skin, striking both his hide and underbelly again and again, relentless in his efforts to bring the beast down.

An ear-splitting scream came out of it's mouth followed by another sweep of the tail. Warned by his spider-sense Spider-Man leaped over it, kicking his opponent in the face as he did so, boot colliding with the beast's bumpy skull with a resounding thud.

The beast snarled again and bared both teeth and claws as it prepared to go at Spider-Man once again. The injuries he'd already dealt it though seemed to finally be taking their toll, and Spider-Man reasoned that if he could only keep up the pressure on his reptilian foe he would at last be able to bring him down.

The creature lunged towards Spider-Man, it's injuries clearly contributing to the growing desperation of it's attacks. Spider-Man was long gone by the time his foe's claws slashed at first the air and then the ground. It changed directions quickly though and zipped towards Spider-Man once more. The web-head evaded each slash of it's claws and sweep of it's tail as it came, before retaliating with more lightning like strikes. One well-aimed punch managed to knock of one of the creature's sharp teeth right out of it's mouth. The beast let out an ear-splitting shriek of pure agony as it flailed about, blood trickling down the side of it's mouth and down it's chin. It was also now clearly staggering.

_Yeah...definitely not as tough as I remember. Not complaining though._

The exchange that followed didn't last long. After a few more traded blows Spider-Man had his opponent down for the count, a well-aimed punch to his foe's jaw-line being the one that managed to finally take him down. No sooner did the reptilian creature collapse though did Spider-Man wonder...

_...how in the **hell** am I gonna get this thing out of here?_

-X-

As it was, Spider-Man was relieved to finally be out of the sewers, especially now that the boots of his costume were now soaking and also quite saturated with sewer water.

_Yep, definitely gonna need six showers after this._

Spider-Man's defeated foe had been dragged out by him and was now webbed up quite securely to ensure that he wouldn't be going anywhere any time soon. After calling the cops telling them that he'd found the source of the night's murder (and the previous one's too) Spider-Man was off, going next to the offices of a certain someone for whom he had more than a few questions.

-X-

Doctor Connors turned to see Spider-Man looking at him from the other end of his window. Immediately deducing his desire to be let in, Connors opened the window and Spider-Man came in. No sooner was he inside in full did he point directly to Connors.

"You've got some explaining to do."

As Spider-Man said this, Doctor Connors held up his hand. "Wait, wait hold on. Just hear me out. I swear to you I had absolutely no idea how that...other Lizard came into being. But I can say without a doubt that it was not me and that I had nothing to do with it. You have to believe me."

"I want to believe you." Spider-Man admitted. "...but I'm not going to do it blindly. If you want me to trust you then you need to give me a good reason to do so. And something other than you're knowing who I am under the mask. Green Goblin knew that too and it didn't make him any less of my enemy."

"Okay, then how does an alibi sound? I was at home with my family when you fought that other Lizard, and I can assure you that they will both attest to that."

"That proves you weren't Iguana, but I was sort of already thinking that it wasn't you. But it doesn't prove that you had nothing to do with it."

"I destroyed what other samples of my Lizard-DNA formula that I had."

"_All_ of them?"

Connors hesitated before answering: "...All except one that I was going to destroy with the rest, but it was missing. I never found it."

"And you've waited until just now to tell me? Why?"

"Covering up my own terrible mistake took precedence over everything else, as did explaining to my family where I'd been and what had happened to me, followed by my begging their forgiveness. I never got around to telling you and besides that you seemed to have been caught up in your own troubles at the time."

"True that." Spider-Man conceded, recalling briefly all of the stress and turmoil that had plagued him last year in the form of Harry Osborn and the Hobgoblin's private war on him. He'd never have been able to focus on or stress out over anything else.

But now he could focus on other issues, and this was a particularly pressing one. "So where do you think you're missing vial went?"

"I have no idea." Connors admitted before adding: "...but somehow I think that whoever got their hands on it is to blame for...Iguana?"

"Yeah, that's what I chose to name it. I thought it fit."

"Well, regardless: I don't know who is behind this new creature, only that whoever it is was probably the reason for my one last vial going missing. If I did know who it was you'd be the very first to know, but the simple truth is I don't have any idea. Not one. The only thing I can think is that it would have to be someone who knew what the serum was, and then found some way to alter it in such a manner that it could mutate a normal lizard into a more humanoid form rather than the other way around. But I don't know anyone who would fit that description."

"Well, there is Doc Ock." Spider-Man noted before quickly adding: "...but I haven't seen eye or metal arm of him for years. In fact, I haven't seen him since…"

Spider-Man paused. He had suddenly remembered that the last time he had seen Doctor Octopus was being hauled away on a gurney after Spider-Man had left him just shy of dead. It had been their last battle, and it seemed that Spider-Man's victory had done long lasting psychological damage as well as physical, for the not so good doctor had never once tried to escape in the now over five years since their confrontation, apparently having been left traumatized and with a morbid fear of his arachnid foe. Truth be told, Spider-Man almost felt sorry for him, but such feelings tended to disappear when he remembered what Otto had done to warrant such a brutal attack.

"...since the gang war he started way back when I was still in College. If he'd escaped and was plotting revenge I'd have known about it. Not to mention how would he have known about your Lizard DNA formula? No, it would have to be someone else…"

"But who else is there?" Connors wondered.

"Yeah, who indeed…"

-X-

Considering that his getting a job at _The Daily Bugle_ was due in large part to his getting great pictures of Spider-Man that no one else could, Peter was surprised to find when he looked at the day's issue of _The Daily Bugle_ that the picture of him engaged in battle with Iguana was surprisingly good. In truth, it was likely just good as any photos he'd ever managed to take. Perhaps he should have been pleased to know that his job as Bugle photographer had gotten a worthy replacement but instead he couldn't help but be a bit nervous. Peter had always been extremely paranoid about his secret identity, and went to incredible lengths to keep himself from being exposed as Spider-Man. There was probably no cause for alarm, but nevertheless Peter decided he'd have to be careful to make sure this new photographer, whomever they were, didn't take pictures of more than just the battles between him and his (it seemed) ever growing Rouge's Gallery.

The question of who specifically the photographer was prompted Peter to look at where the individual would be credited. He was used to seeing his own name there but obviously going forward that would no longer be the case. Scanning the listed name, he saw one Jessica Carradine.

Jessica Carradine. So that was who was taking pictures for the Bugle from here on out. As Peter looked at the name again, taking in the fact that it was a name other than his own, he couldn't help but find himself stuck on the second part of it. Carradine. It sounded familiar to him, moreso than most other names. Where had he heard it before? He was certain he had heard it before, somewhere, a long time ago…

Then he remembered. It took him a few moments, but he finally recalled where he had last heard the name. And it did not bring back any kind of fond or even neutral memories. It brought back painful ones. Extremely painful ones that in fact had served as the catalyst for his becoming Spider-Man: the name of his uncle's killer had been Dennis Carradine.

Peter convinced himself that the shared last name was purely coincidental. _The Daily Bugle_ couldn't possibly have hired a relative of his uncle's murderer as his replacement photographer...could they?

-X-

It hadn't been her first photo of him. Not by a longshot.

Covering just about every single corner of the walls in her apartment where photos of Spider-Man, both ones taken by Jessica herself and ones taken by others. Newspaper articles on Spider-Man littered her tables. Anyone who spared her residence even a passing glance could tell that she was absolutely obsessed with Spider-Man. And obsessed she was. But it was not any kind of adoration or admiration that fueled it. Rather, it was the kind of obsession that was fueled by antipathy and a lust for vengeance.

Though it had been over a decade ago, the loss of her father Dennis Carradine was something that Jessica had never recovered from. Instead, she'd allowed her grief to fester into rage and a single-minded hatred for the man who had put her father away: Spider-Man. And ever since then Jessica had collected every scrap of information she could on the hero. She'd born witness to his battles and exploits, knew of his comings and goings throughout New York, and now worked for the one place in New York that seemed to be just as unceasing in it's hatred of the hero as Jessica herself was. Most would likely consider that a sufficient form of catharsis. But for Jessica Carradine, it was only the beginning.

Spider-Man would fall one day, she was sure of it. With any luck, she'd be there when it happened, and then she'd be there to spit on his grave.

**Author's Note: And that's all for now. Came out a LOT longer than I'd been expecting to, but then I strongly suspect that this story in general will be longer than Spider-Man Downfall was.**

**Some trivia for those who are interested…**

**1. Horizon Labs is the name of the place that Peter Parker worked at in the issues leading up to the big Spider-Man story arcs "Ends of the Earth" and "Dying Wish". It's basically one of those big, comic book/sci-fi science corporations that existed to A) Give Peter Parker the job of his dreams, and B) Give Spidey some nice new toys and a couple different alternate costumes. Because we can't go too long without having another cool Spider-Man costume. The man is the king of cool looks after all.**

**2. Max Modell is an actual character from the comics. He's more or less the head honcho at Horizon Labs, as he himself explicitly noted in the story.**

**3. Jessica Carradine and Iguana are also both actual Spider-Man characters. The latter is a minor Spider-Man villain who is indeed based off of the Lizard and first appeared in Spectacular Spider-Man issue 32 and more recently appeared in the Amazing Spider-Man video game based on the movie of the same name.**

**Jessica Carradine first appeared in Sensational Spider-Man Issue 0 (Yes, issue 0) and is the daughter of the Burglar who killed Uncle Ben. Like in my story she was a photographer for the Daily Bugle and was also briefly the girlfriend of Ben Reily (oh irony!)**

**Now conversely, Doctor Cuellar, Doctor Nero, and Doctor Wolffe are original characters, ones who are named after NPCs in an ongoing roleplaying game I'm a part of. The stuff they're working on, and also much of the other "science" on display in Horizon Labs in my story, is stuff that I kind of wanted to lean more towards the "hard" end of the sci-fi scale, as opposed to most "science" in comic books that is the softest of the soft. Even though Horizon Labs is admittedly pretty great as far as giving Spider-Man an excuse to get some new toys goes.**

**Lastly, for those who are interested, "The Gray Goo scenario" pertains to the idea that self-replicating machines would go out of control and start consuming all organic matter around them while building more of themselves and would eventually do this so much that it would be pretty much the end of the world. Good news is that that scenario is so easy to avoid that we'd have to be outright _trying_ to kill ourselves for it to happen. And even if it ever did happen, there are proposed countermeasures and precautions for it. So really nothing to worry about.**


	3. Doppelganger

Chapter 3: Doppelganger

"Well, that's a nice prize." the head thug observed as his men loaded the last of their stolen goods into the back of the truck and he in turn got to admire the full haul.

"It'll be a lot _less_ nice a prize after The Rose gets his cut of it." one of the other crooks noted in a bitter tone.

"You should just be grateful Fisk's in prison now or we'd be getting even less of this haul…" the head thug trailed off as he sniffed the air a few times.

"...what's that smell?"

"Oh, **_still?_** Come on! I washed this costume **_five times!_**"

Not even waiting for the criminals to respond, Spider-Man was on them in mere moments, downing each one with a single blow and webbing up the ones his fists and feet didn't collide with. Pretty soon the only one around to bemoan the bad sewer smell of his costume was Spider-Man himself.

_Maybe I should just burn this one…_ Spider-Man thought as he swung away. _...I mean it's not like I don't have a few other copies of my costume lying around._

-X-

Gwen turned to see the door to the apartment open and Peter come in with a dejected look on his face. Closing the door behind him he threw the pack containing his Spider-Man costume to the floor in disgust.

"What's wrong?"

"My costume still smells like the sewer." Peter said both bluntly and sadly.

Gwen smiled. "That's it? And here I actually thought it was something serious…"

"It _is_ something serious!" Peter replied. "I don't wanna go swinging around in a suit that smells terrible."

"Don't you have any other Spider-Man costumes?"

Peter nodded. "I do. Two other red and blues, pretty much the same as this one except for the silver web-line pattern." As Peter said this, he saw Gwen's face become curious and also hopeful: "Do you...do you still have your other costume?"

Peter raised an eyebrow. "What 'other costume'?"

"The one you wore back in High School, when you first became Spider-Man…"

"Oh right, that one. Yeah, I still have it. Pretty sure it doesn't fit me anymore."

Gwen smiled. "I always liked that one. I made you a copy of it so you could keep wearing it. Do you remember that?"

Peter nodded. It had been a long time since those events had happened, but Peter still very much remembered. Any happy memory with Gwen had been far too precious to lose.

"You could always wear that one again. You know...for old time's sake."

Peter considered. The costume Gwen was referring to had indeed been one that he'd worn often in previous year to please her, at least as often as he'd worn the costume that had since become his favorite. After Gwen had died, he'd sworn off that costume forever. The memories of Gwen that had become so associated with it were too painful to revisit, at least not like that. But now that Gwen was a part of his life again…

Peter shrugged. "Sure, why not? It has been a while since I've worn it. Could be a nice change of pace…"

-X-

He had to admit, she was not easy to track down.

Kaine typically fancied himself quite good at hunting down any who had had the unfortunate fate of being considered his target, but New York was a big city. Much bigger than the kind of places Kaine had retreated to following his one-time fight with his other. Against the man with who he shared a set of DNA but not a personality. Not even close.

Still, the girl's fate mattered to him. She was sufficiently important that he would stomach coming back to his city of "birth" and even if need be cross paths with his hated opposite once again. He'd held his own the last time, he could certainly do so again, no matter how strong the spider had gotten in the seven years since their battle.

_With any luck though he won't get involved._ Kaine thought as he continued to swing through New York under the cover of darkness. _...I've got enough to worry about as is without Mr. Goody-Two-Shoes sticking his nose into my business._

-X-

As he'd grown a bit since his college years, the costume Gwen had made for Peter had become a bit tight on him. Almost a little _too_ tight as far as he was concerned, but he figured he could manage. And it was definitely a nice costume. In most respects, it was identical to his preferred look, but there were a few subtle differences here and there. For one the red with web-pattern continued past the torso, going down each of the pant-legs in the form of a kind of stripe against the otherwise all blue pants legs. The red on the arms didn't transition into the red gloves the way it did for the other red and blue costume, instead the two were separate. The gloves themselves weren't all red either, instead having blue palms and fingers that were part red, part blue. The boots ended in bottoms that were more like sneakers, which Spider-Man did admit went easier on his feet. Finally, the lenses on the mask were smaller and not silver or white but rather darker. That was one part of the costume that Spider-Man had never liked, as he preferred the larger, friendlier looking lenses of his later costume. But besides that, Spider-Man was forced to admit that in all it wasn't a bad choice of costume, and considering how it made Gwen happy to see him wear it again, Spider-Man didn't see too much reason to not wear it for at least a little while.

_Nothing will ever replace my favorite look though._ Spider-Man thought as he swung past another building. When his spider-sense started to go off and he saw a runaway car going well over the speed-limit, Spider-Man smiled beneath his mask. Time to for his old look to see some action again.

-X-

She hadn't been where he'd thought to look.

As he swung through the city thinking this, Kaine figured he shouldn't be surprised. She would never have stayed in a place like that for too long. It did make his job harder though, and it was already hard as is. And now that it had been several nights since starting out there and still being no closer to finding the girl than he was when he first started the search, Kaine was beginning to feel much like a lab-rat in a maze, a feeling that in light of his particular origins he found especially repulsive.

_Turn up soon._ Kaine thought darkly as he kept swinging through the city. _Damn it, turn up now._

-X-

"So how did it go?" Gwen asked as Peter returned to the apartment.

He smiled. "Well. Your suit's pretty tight on me now, but I can still get by with it on. And it is fun to change things up every so often."

"I'm glad." Gwen said, though as she did Peter noticed how sad her face looked.

"What's wrong?"

Gwen sighed. "It's not you Peter. It's just I've been cooped up in this apartment for six months now, and I almost never go out because I don't want to be recognized. I feel like a prisoner to be honest. I feel trapped. And since you're often out, I'm also completely alone."

Peter nodded. He could easily understand Gwen's feelings. In truth he'd been feeling pretty guilty himself at Gwen's current state of things. The last thing he wanted was to feel like her warden or something equally perverse. And it was at that point that he decided he would do something nice for her.

"How about you and I go out on the town today? Just the two of us."

Gwen's blue eyes lit up. "You'd do that?"

Peter nodded. "Absolutely. You're right, you have been stuck in here for way too long, and I don't want you to be unhappy. Let's go out and do something fun together."

Gwen smiled and then ran up to Peter and hugged him tightly. "Thank you." she whispered before looking up at him. "But aren't you afraid that someone might…"

"Come on, it's one day out. And you've gone out before. No one's going to recognize a passing face in a sea of them. It'll be fine." Then, with a grin Peter added in a teasing and joking tone: "...and if you're still nervous, I can always let you wear one of my Spider-Man masks."

Gwen gave Peter a look that she'd given him a few times in the past, one that tended to translate to either: "Not funny", "This is Serious", "You're in big trouble" or some combination thereof. Peter had even come to know it as "The Look".

Peter held up his hands. "Please, not 'The Look'. I was just joking."

Gwen smiled. "I know. Now come on, let's go have some fun!"

-X-

At long last he had found her.

He saw her walking by with what Kaine recognized as Peter Parker at her side. Knowing his spider-sense could go off, Kaine made sure to relax his body and also put some distance between himself and the pair. But he still kept his eye on her.

Parker's presence though would complicate things. His Spider-Sense would warn him if Kaine tried to stalk them, even if he did so out of costume as he was now. He wouldn't be able to follow her.

Kaine snarled. He wanted desperately to punch something at that moment, to unleash his rage and superhuman strength on something. Anything. Hunting this girl had proven to be an immensely frustrating experience for him, and also more and more felt like a waste of time. It was so against his nature too. The amount of trouble he was going to in the name of this pursuit left him beyond perplexed with himself.

For a moment, Kaine strongly considered turning back. Give up the pursuit altogether. Why shouldn't he? He had no reason to care, really. Caring in general had never exactly been his strong suit to begin with, so why start now?

And yet, somehow, when Kaine turned around to walk away, both literally and figuratively, he found himself stopping. A moment of pause, dare he say it, hesitation. Why was he feeling this thing? It was so alien to him. What was it that made this one person so special?

Kaine sighed deeply. He didn't know why. But that ignorance didn't change the fact that she _was_ special. That there was something about her. And whatever that something was, it was evidently enough to keep him on the hunt, even when every other part of him was fully content to be as selfish as he had ever been before.

But not this time.

-X-

"Do you remember when we used to come here?" Gwen asked with a smile as she and Peter came up to a small building that was familiar to them both.

Peter nodded. In fact he did. The Coffee Bean was the site of many of his absolute most cherished High School and College memories. The place where he'd hang out with his closest friends and share in the laughter, joy, and camaraderie that they all had for another. Amid the chaos, stress, excitement, and downright insanity of his life as Spider-Man, this was the one place where he could relax and enjoy the pleasure of a normal, modest, happy life.

"It honestly doesn't look that different from the way I remember it." Gwen said.

"I'm still just surprised it hasn't morphed into a Starbucks yet." Peter said, to which Gwen giggled. As she did Peter realized just how long it had been since he'd head Gwen laugh, and how much he had truly, deeply missed that laugh, along with everything else about her.

"You want to get something here?" Gwen suggested. "For old time's sake?"

Peter nodded. "I'd love to." As the pair walked in however, Peter was surprised to see a familiar white-haired face.

"Peter?"

"Felicia?"

"Who?"

Peter turned to Gwen. "Uh, Gwen this is Felicia. She's...an old friend of mine…"

"Oh." Gwen said, immediately catching on to what Peter really meant when he said "friend". Gwen also hadn't forgotten about the relationships with Mary Jane Watson and Black Cat that Peter had mentioned having after her death. She didn't judge him for it, but nevertheless accidentally bumping into one of the other women to have won her lover's heart while she was trying to spend some quality time with Peter was awkward to say the least.

"Gwen?" Felicia's green eyes took to looking her blonde counterpart over. Peter had never mentioned a "Gwen" before, only that he had been in love once before her and that it had not worked out. Could this be that same woman? Felicia quickly concluded that it likely was, even though she didn't actually have any proof. Call it a gut instinct.

"Yeah, that's me, Gwen." She replied awkwardly.

Felicia turned to look at Peter. "May I speak to you please? Or is this a bad time?"

"Well, uh, Gwen and I were just about to order something. Spend some time together."

"I see…"

Peter raised up his hand. "Not a date if that's what you were wondering. Just some time to ourselves is all."

"Of course it is. Excuse me." And then, Felicia got up and walked out of the Coffee Bean. Peter could tell what she was feeling, and it made him feel quite a few different emotions of his own in turn, the most prominent being guilt.

With a sigh, Peter turned to Gwen: "Gwen, I'm sorry, but can you please excuse me for a moment? I just pissed off a friend and I need to clarify things with her."

Gwen nodded. "Do what you have to Peter."

Peter nodded, thanked Gwen for being so understanding, and then bolted out the door after Felicia. He was able to catch up with her and soon got her attention. When she turned around to look at him though he could see just how hurt she looked.

"Why didn't you tell me…?"

"I'm not dating Gwen, I swear!" Peter said. "We're friends, that's all."

"I don't believe you." Felicia said. "After all, we're 'just friends' too aren't we? And yet I still love you."

"Felicia, please believe me. I'd never hurt you like that. If I had been seeing someone else, I would have told you, I swear."

Felicia sighed and said: "Alright fine, I'll believe you for now. Because I really do want to. It's just that I told you I still loved you. I kissed you. And to then see you with another woman, I…"

"Gwen and I are not in a relationship, I promise."

"Why didn't you mention her before!?" Felicia demanded.

"Because…." Peter lowered his head sadly. "...because I did love her once. And then I lost her. And I don't just mean she broke up with me either."

"What happened?"

"She died. She died and I held her body in my arms. And now, somehow, she's back from the dead. I don't know how, and she doesn't know how either. She doesn't remember ever dying. I have no idea what's going on, but she's back. I had to fill her in on everything that happened in the last seven years, and because she was dead and doesn't want anyone to recognize her now that she's back, she's had to stay in my apartment all day every day. And it's kind of driven her a little crazy. That's why I offered to take her out today. It's not because we're dating. Not anymore."

For the longest time, Felicia was silent. She said nothing as she took in everything Peter had told her. But then, slowly, her green eyes took on a look of sadness. "She...she was the one wasn't she? That failed love that had caused you so much pain all those years ago? The one that was still torturing you when we first met? The one that very nearly kept you from loving me?"

Peter nodded. "Yes. Losing her was one of the two worst days of my life. I didn't think I would ever, could ever, love somebody again the way I loved her." Peter smiled as he looked at Felicia. "I'm glad you proved me wrong about that."

Felicia smiled, but then her smile vanished almost as quickly as it had appeared. "So...where do we stand now you and I? Especially since Gwen's somehow alive again…"

Peter sighed. "I don't know Felicia. I really don't know. And I'm sorry we haven't talked or seen each-other since you kissed me but I…"

Felicia held up a hand. "It's not all your fault. SHIELD's been keeping me kind of busy these past few months. Mostly stealing valuable items, important data, and stuff like that from a laundry list of different slimeballs. Truth be told it's actually been kind of fun. But I do regret not being here more often…" Felicia trailed off for a minute before turning to look back at the Coffee Bean. "It's been a while. Gwen's probably wondering where you are…"

"Yeah, she probably is…" Peter agreed in an awkward tone.

"You should go be with her."

"You're not mad?"

"Now that I have the whole story, no not really. I should probably still be suspicious of you and her being together again, but I trust you more than that."

Peter nodded and smiled. "Thank you."

Felicia returned Peter's smile. "Sure thing. Now got be with your other ex-girlfriend like you planned."

-X-

"Hey Gwen, sorry that took so long…"

"It's okay Peter." Gwen said as he returned to the two's table. "You two clearly had a lot to talk about."

"Yeah, we did…" Peter said, before realizing the hidden message to what Gwen had said. "It's not what you think." he said. "Felicia and I haven't been a couple for five years."

"Five years isn't that long."

"Well it's definitely felt long." Peter said. "Of course given my particular life I suppose I shouldn't be surprised I feel that way."

"I think she still cares about you." Gwen said.

"I _know_ she does." Peter said, before admitting: "That's...that's kind of what we were talking about, at least partly. I was trying to figure out where I stood with her."

"And where _do_ you stand with her?" Gwen asked curiously.

Peter sighed. "I don't know. I'm still not sure."

"About what exactly?"

"If I'm ready to love her again, if I want to love her again, be with her again, if I do love her again already…a lot of different things."

"I see...and where do you stand with _me_ Peter?" Gwen asked.

Peter opened his mouth but stopped short of uttering a single word. He suddenly realized that even six months after she'd become a part of his life again Peter was still no more sure of where he stood with Gwen than he was with Felicia. And after a few moments of awkward silence in response to Gwen's question he decided to say as much.

"...I don't know Gwen."

"Do you still love me?"

"Yes I do." Peter said, though he realized as he said it that it was not necessarily a romantic love. And Gwen caught on to this also.

"...but not the way you used to."

"I don't know." Peter repeated. "So much has happened Gwen. It's been seven years. And I'm still dealing with the fact that, well…"

"I know Peter." Gwen said. "...but you're gonna have to figure all of this out eventually. It's not really fair to me or Felicia. You need to decide if you want to be with either of us, or neither of us. And you need to decide soon."

Peter nodded silently. Gwen was right. Even granting that he was not actually seeing either of them romantically, it was still wrong of him to keep them guessing the way he was. The least he could do was set the record straight with both of them. Not that such a thing was easy though, as he was still unsure regarding both of them. But he had to make a choice all the same.

"You're right." Peter said. "I should decide. But...I can't do it right now. Just...just give me a little bit more time okay?"

"I really shouldn't, considering you've had six months now." Gwen pointed out.

"I have been kind of busy."

"Yeah, I know. Alright fine, I'll give you one more week to think it over."

Peter nodded. "Thanks Gwen."

Following their trip to the Coffee Bean, Peter and Gwen enjoyed spending the next few hours just walking around New York and taking in the sights. New York was a big city that Peter had been living in for years, but it's size and splendor never seemed to wear thin. Quite the contrary, it seemed as though the city with it's bright lights, tall buildings, ever-growing crowds of people, and advertisements proudly displayed on massive screens that stared everyone down, only ever became more impressive and grandiose as the years went by.

After a while of walking about and also a few different strolls down memory lane in the form of visiting other places that Peter and Gwen had frequented in their earlier years, the two decided to do something a bit more special than that. Ducking out of sight, Peter changed into his Spider-Man costume and was soon swinging through New York with Gwen holding on tight. Gwen was shrieking with joy the whole time, and Spider-Man in turn held onto her tightly so she wouldn't fall.

"This is great!" Gwen said with glee as Spider-Man swung past another building. "I remember doing this before but, it feels…it feels like my first time! I'm so nervous, I can hear my heart pounding in my chest."

"Do you want me to set you down?"

"No!" Gwen exclaimed. "No, keep going! I like it!"

Spider-Man nodded and they kept swinging through the city. However, as the swing continued, Spider-Man suddenly felt his spider-sense begin to buzz, and quite hard at that. Something very dangerous was behind him and closing the distance at an alarming speed. With this in mind, Spider-Man swung lower to the ground before finally landing completely and setting Gwen down. As he did, the source of his spider-sense's tingling followed them, and Spider-Man turned around just in time to see him land.

He was of a similar build to Spider-Man, but taller and larger, with a slightly hunching frame and a more aggressive and violent posture. Spider-Man could feel a dark and feral nature radiating off of his body in waves. Most of all, he wore a costume that was like a twisted mockery of Spider-Man's own, featuring the same design and web-pattern, only the costume was a very dark blue and violet in place of Spider-Man's blue and red, and the web-pattern was silver. Like Spider-Man he wore a mask that covered his face entirely, but with black eyeholes instead of Spider-Man's silver and a tattered violet cape draped over his shoulders.

Spider-Man recognized him the instant he saw him. His physical appearance was too distinct not to.

"Kaine."

"I've got nothing to say to you Parker." Kaine growled. "My only business is with her." Kaine pointed to Gwen. "Hand her over."

"I can't do that."

"Then get out of my way.'

"I can't do that either."

"Wasn't asking."

Kaine sped at Spider-Man in a blur-like motion that a watching Gwen Stacy could not follow. Spider-Man on the other hand, was able to see Kaine coming in time to move out of the way, jumping back with such speed that he seemed to leave behind a ghostly copy of himself. Undeterred, Kaine continued to attack Spider-Man, the two becoming little more than blurs to Gwen Stacy, who could not track the two's movements. All her eyes could make out where several ghostly after-images of the two's bodies as they continued their deadly dance, trading blows that would have come too hard and fast for any normal human to withstand, but not for each other.

"Gwen, run!" Spider-Man shouted. Gwen didn't need much more convincing. Taking off down the street, Gwen was soon out of sight. Seeing his quarry disappear, Kaine broke off his fight with Spider-Man and attempted to pursue, but Spider-Man pulled him back with two web-lines that stuck themselves to Kaine's shoulders. Pulling Kaine down, Spider-Man struggled to keep him at bay as Kaine struggled to free himself. The combined pulling of the two eventually saw the web lines snap as if they were twine.

No sooner was he freed did Kaine zip off after Gwen, going in the direction she had gone as Spider-Man followed right behind him. Soon catching up with Kaine, Spider-Man slammed into him with the full force of his body, putting all of his power into his feet as he delivered a double-kick. Kaine managed to roll with the blow and recovered quickly, soon zipping towards Spider-Man once again. Still recovering from his double-kick, Spider-Man wasn't able to evade Kaine in time and found himself hit with an upwards punch right to his gut. Gasping in pain, Spider-Man found himself then be punched across the face and sent flying backwards. No sooner was he knocked away did Kaine turn his attentions back to Gwen Stacy and continue pursuing her.

"Hits about as hard as I remember." Spider-Man noted before taking off after Kaine again. Looking over his shoulder, Kaine snarled upon seeing that Spider-Man was still on him. Soon closing the distance once again as Kaine rounded a corner, Spider-Man began firing web bullets at him, which succeeded in getting Kaine to once again turn around to face Spider-Man, as he did shooting out his own webbing at him.

"You fool!" Kaine growled. "You have _no idea_ what you're doing!"

"Actually I think I do have a pretty good idea what I'm doing." Spider-Man said unfazed. "I'm keeping someone I care about away from my evil twin. Sounds pretty clear-cut to me."

"**_Idiot_**!" Kaine shouted before leaping at Spider-Man once again. And as was the case before, the two engaged in a brutal exchange of blows, each one striking hard and fast in an effort to overwhelm the other with the speed and power of their attacks. Kaine's size worked to his advantage though. He bore down on Spider-Man with the full force of his body, and when Spider-Man landed hits of his own, Kaine would sometimes just stand and take the blow rather than attempt to move out of the way, his massive frame ensuring that he could easily withstand any strike of Spider-Man's that connected.

Another punch from Kaine whizzed by in what felt almost like a blur. Spider-Man's head was mere inches to the left of the fist, and soon had to duck when Kaine followed this punch up with another from his opposite arm. Spider-Man retaliated by striking Kaine across the face, but Kaine rolled with the punch and scoffed in defiance at his foe.

Another punch, followed by another, then a kick to keep Spider-Man on his toes. Kaine was every bit as relentless and brutal as Spider-Man remembered, but at the same time Spider-Man was still agile enough to duck, weave, and evade each strike as it came rocketing towards him. And for Spider-Man it wasn't as important to him whether he won or lost as it was whether or not Gwen got away. So long as he kept Kaine sufficiently distracted that Gwen could put enough distance between herself and the two spiders that she could hide without Kaine tracking her down, he was content.

But as a punch to the gut that very nearly knocked the wind right out of him reminded him, Spider-Man still wasn't keen on losing if he could avoid it.

Spider-Man prepared himself for the next wave of attacks, dodging each one as it came. A spinning leap to avoid one punch, a simple side-step to avoid another. The deadly dance continued with little sign of ceasing or even slowing down until suddenly the fighting stopped. The torrent of blows had finally come to a halt and Spider-Man in turn paused to see that Kaine was now just standing there, his posture still feral but nevertheless still motionless. Spider-Man raised an eyebrow beneath his mask. Why had Kaine stopped fighting?

Kaine himself wasn't all that forthcoming about his reasons. He merely snarled before turning around and taking off on his webbing. Spider-Man had no strong desire to follow him considering 1) how evenly matched they clearly where and 2) how he was much more concerned with seeing if Gwen had gotten to safety or not.

Swinging off in the direction opposite the one Kaine had gone, Spider-Man put some distance between himself and his dark clone before then making his way back to his apartment, as Gwen would have likely gone there.

And when Spider-Man got there, he had more than a few questions for her.

**Author's Note: That's right folks, the costume from the 2012 movie exists in my Marvel U! Minus the fact that the red part on the front is too thin and looks almost like a bib, I actually do kind of like the 2012 redesign. Obviously the classic look is better, but as far as alternate costumes go, the 2012 one isn't bad. I figured that like in the ASM films it could be his first costume before he made the switch to the classic look.**

**And yes, "The Look" is a reference to Gwen's "Look" from the Spectacular Spider-Man cartoon. Ah, how I adore that show. What a shame that it only got 26 episodes…**

**Truth be told, I tend to hate it when conflicts happen as a result of misunderstandings. I see it as a cliched and lazy excuse to get characters to fight or be in some other kind of conflict when they otherwise wouldn't be and in fact that was one of my (many) reasons for hating the Silver Sable arc of Ultimate Spider-Man. So why then, would I have a conflict born of misunderstanding here? Well, because there are a few times here and there when I'm willing to roll with it, and not to mention that Spider-Man's not in any kind of position to trust Kaine to begin with. There's already distrust and animosity on both sides, so there being a misunderstanding between them that then turns violent is thus something that would be more likely to occur and also a more realistic interaction. More of a match lighting a fuse that's already there if you get the analogy.**

**Lastly, regarding Kaine's costume, in my Marvel Universe I wanted it to be the color scheme of Kaine's pre-Scarlet Spider look in 616 (Dark Blue and Violet with a cape in the latter color) but also stylized to look like Spider-Man's costume. My reason for this was that Kaine is a Spider-Man clone, so having him with an outfit that looks nothing like Spider-Man's costume just doesn't sit right with me, even granting that Kaine does prefer to distance himself from Spider-Man's image. Besides that, as an evil clone with a dark blue and purple variant of the hero's red and blue costume, Kaine now has kind of a Bizarro-vibe, which I think is appropriate because again, he's an evil clone.**


	4. Ghosts of the Past

Chapter 4: Ghosts of the Past

_It had been years ago, but the memories of what Spider-Man had nicknamed "The Clone Saga", while buried, had not gone away. Not even close._

_It had all begun with a man named Miles Warren. He was an older man, one who was in no way shape or form physically imposing but instead small, meek, and with oversized glasses that he refused to remove even though he could have just as easily worn contact lenses. In all, he had never once struck Peter as supervillain material. But then he himself had come from beginnings no less humble, so perhaps he should have seen the danger coming. But this was one time when his Spider-Sense would not warn him. At least, not in time._

Back in the present day, Peter had at last returned to his apartment and was pleased to see that Gwen was indeed waiting for him.

"Peter, you're back!"

"Yeah, I am." Peter said darkly. The tone in his voice told Gwen that they needed to talk. She sat down, and Peter got right to the point: "Okay, now that my evil twin is out for your head, I'm gonna need you to give me some serious answers. I've put this off for a while now because I didn't want to put you on the spot, and because I was just glad to have you back in my life after losing you, but now I really need to know: _what the hell is going on?_"

"I don't know!" Gwen said in an exasperated tone. "I told you Peter I can't remember anything about the last seven years! Nothing!"

"And that's the problem." Peter said coldly. "You show up at my home one day after dying seven and a half years ago, with no memory of your death or of the last few years, and now not long after that, my old evil clone, who I thought has been dead all these years, _also_ shows up, and he's after you specifically. Two people who I thought died are now back all of a sudden, and one has no memory, and the other's after her. That's not a coincidence. Something else is going on here."

"But I don't know what it is!" Gwen said, again exasperation filling her voice before she frowned: "What do you want from me Peter? I can't give you the answers. I don't know why your clone is after me...Kaine was his name right?"

Peter nodded. "Yeah. Him and the others all clones of me made by our very own Miles Warren."

_Peter hadn't known it at the time, but Miles Warren was drawn to Gwen. She was more than just his very favorite student. Oh, she was so much more. Miles had told himself that his fondness for Gwen was paternal, not romantic. But as time went by he was forced to come to terms with the true nature of his feelings. But even after he'd done that, he'd never acted on them. Not until it was far too late and his already twisted attraction became more twisted still._

_When Gwen had died, Miles Warren had become unhinged. Gone was the person he loved most from this world, and gone too was the man who had murdered her. Thus the despairing Miles had to find a different outlet for his rage. He chose Spider-Man. That was why he had made the clones of Spider-Man, to ensure that his enemy's killer would bear his face in the ultimate irony. According to Miles himself, who by then had taken on a new name, he had also planned to use the clones to replace Spider-Man after his death._

"Why would Miles Warren make clones of you?" Gwen asked. "I know you told me before, but you also told me about quite a few things when I asked about the last few years, and I can't remember it all…"

"Well, there is a bit of a story as to why." Peter said. "And it starts with your death."

Gwen nodded. "Yes, yes I remember now. It was because Professor Warren blamed you for what happened to me."

Peter nodded. "Yes. And he wanted me to pay."

"I remember you telling me why he was so upset by my death too...I still can't get over that."

Peter in turn remembered how Gwen had reacted when he'd made it clear to her that she was far, far more to Miles Warren then just a good student. Her face had taken on an expression of being completely overwhelmed, as though the whole weight of the world had come crashing down on top of her or else been united in confederacy against her.

"Yeah, I was pretty unsettled myself when I learned it." Peter said, continuing the conversation: "But it's the truth. And that's why he became the Jackal and made clones of me: to kill me and replace me."

"The Jackal?"

Peter nodded. "Yes. That's what he called himself after he...changed."

The "change" in question had not been merely a shift from introverted science professor to vengeful and vindictive supervillain. It was also a change from man into something more than man, almost like what Spider-Man himself had experienced for his origin but even more extreme. For in addition to his talent for DNA manipulation and cloning, Miles Warren also had some experience with genetics and more to the point, the theory of Gene-Splicing. Only with Miles Warren it was no longer just a theory. It was reality. Using DNA harvested from a real true Jackal, Miles turned himself into a creature that was as much carnivorous predator as it was human, if not moreso. Enough so that he could challenge Spider-Man in a fight, if not quite defeat him. Still, a far cry from what he had been before…

For the longest time Gwen was silent, before finally she asked: "So...what now?"

"Well it's hard to say really. If Kaine's back, Miles Warren may have something to do with it. Granted, he died not that long after you did, but here you are alive and well, so I guess anything's possible at this point."

"Do you think he…" Gwen pursed her lips and bit her tongue before reluctantly finishing: "...do you think he still has...'feelings' for me?"

"I wouldn't be surprised." Peter admitted. "He was pretty much obsessed with you Gwen. If he is back and is working with Kaine, then it could be because he wants you with him."

"Not interested." Gwen said coldly.

"Yeah, I didn't think you would be. But somehow I don't think the Jackal will take no for an answer."

"Then I guess we have to stop him...or you have to stop him anyway. Not sure what _I_ can do. Cloning was never exactly a specialty of mine."

"It's not most people's either." Peter admitted before adding: "The one thing that doesn't make any sense though is Kaine's involvement. Assuming that the Jackal really is back, why would Kaine be working for him? The two hated each-other. Kaine was a rejected clone that the Jackal tried to destroy. Not to mention that as far as wanting his own personal copy of me to do his dirty work for him, why not just make a new clone? Although then again, his lab was destroyed, so he probably lost the genetic material to make more mes. In which case Kaine would be his only option. But that doesn't explain why _Kaine_ would work for _him_…"

"Maybe he's not working for Jackal willingly." Gwen suggested. "Maybe the Jackal found some way to control the clones he made of you against their will."

"If that were true, he would have used it on my other clone."

"Other clone?"

"Yeah, 'the perfect clone' as the Jackal had called him. A certified, 100% genetically identical copy of yours truly, with no flaws of any kind. Another me."

_Spider-Man still remembered coming face to face with another him. A man with his exact height and built and wearing a Spider-Man costume that was a perfect replica of his own. At risk of a cliche, it was very much like looking into a mirror without the glass and frame._

_The uncanny resemblance extended to more than just appearance too. Spider-Man's doppelganger fought in exactly the same manner he did, down to little details, all of them recorded and catalogued by the Jackal's own observations and recordings of Spider-Man before then being implanted in the clone's mind so as to make him a perfect equal to the real Spider-Man in a fight. Or **almost** perfect._

_"Looks like that's one of my tricks you **don't** know!" Spider-Man called out to his doppelganger as he surprised him with a spin-kick followed by a web-zip and double kick that managed to knock the clone backwards. Spider-Man then followed it up with moves that he knew but didn't use as often, hoping that it would be enough to throw his opposite number off balance. In fact it had been, and what had previously been an impasse soon began to turn to a battle that was squarely in the real Spider-Man's favor. But even so, the fact that his clone knew so many of his signature moves and in fact had them down pat was distressing to Spider-Man._

Back in the present, Peter continued to ruminate about the return of Kaine and in turn the possible revival of the Jackal. The fact that this was a mere six months after the return of the Hobgoblin did not go unnoticed by Peter. It was beginning to feel like all of his worst enemies from the past were destined to come back to haunt him. The fact that two of them also came back knowing who he was didn't make it any better.

But if the Jackal was back, there was still the mystery of what Kaine was doing working for him. None of the different ideas and explanations that had been considered by him and Gwen had proven satisfactory or all that believable, which in turn prompted Peter to consider another possibility: what if Kaine wasn't working for the Jackal, and was instead pursuing Gwen for his own personal reasons?

If true, this only prompted further questions. What did Kaine want with Gwen if not to give her to the Jackal? Could it be that being Spider-Man's clone he had inherited his love for Gwen and thus was obsessed with her in much the same manner the Jackal had been? No, that seemed too easy an answer, not to mention too coincidental and not at all like what Spider-Man had remembered from Kaine. But what other explanations could be given?

Did Kaine wish to kill Gwen to spite Spider-Man? That was possible. Certainly Kaine despised Spider-Man as much as he did anyone else, and Gwen had already been once victimized by a villain with an axe to grind against the arachnid hero. But then Kaine had said that his only business was with Gwen. If it was revenge, why would he have said that?

Again, there were no answers to be had, only more inconsistencies. Peter let out a sigh of utter frustration. "Man, I hate being in the dark. Especially when it involves the people I care about."

"Peter, I think we lost Kaine for now. We'll figure out what's going on eventually, I know it. But for now, I think we shouldn't waste anymore time playing a guessing game that's getting us nowhere."

Peter nodded. "Yeah, yeah you're right. In the meantime though, here's hoping Kaine won't be able to track us here…"

-X-

Kaine snarled in frustration. He'd been combing a good chunk of New York City looking for his quarry, and yet Spider-Man's knowing New York like the back of his hand had clearly paid off. Kaine had no idea where Spider-Man and Gwen had gone off to, and he realized that he was wasting his time continuing to search aimlessly the way he was. He just didn't know the city the way Spider-Man did.

_That damn fool doesn't realize what he's doing. _Kaine thought bitterly. _He's only making everything worse. Only making it harder and harder for me to make sure the girl stays safe._

Again Kaine snarled. _Try to do something good for a change and Mr. Goody-Two-Shoes attacks me. **Knew** I should have stuck with what I do best._

Even so, Kaine wasn't about to give up the search. Especially when he knew things were about to go much farther south very soon.

_And maybe then Web-head will finally understand…_

-X-

_"I gotta admit...you hit as hard as **I** do. Maybe harder."_

_As Spider-Man said this, also staggering to his feet as he did, the taller and more muscular man wearing the blue and violet variation of his costume advanced towards him. In direct contrast to Spider-Man's being swift-footed at nearly all times, this man moved more ominously. Spider-Man had ample time to rise to his feet in full before he came at him again. His blows were powerful, Spider-Man had the bruises to prove that, but they were also swift, his arms moving almost in a blur as Spider-Man himself did. Strength was not the only thing this man matched him in._

_Punch after punch was thrown. Spider-Man weaved, side-stepped, and ducked under each and every blow as it came. A kick was inserted, and Spider-Man jumped over it. His foe leaped into the air to intercept him, punching him with such force that he sent him crashing back down to the ground. Spider-Man winced and clenched his teeth beneath his mask. Pain radiated through his body._

_His opponent leaped again, this time to bring his fist down hard on Spider-Man's prone form. Spider-Man rolled to one side and the bigger man struck the ground with such force that he cracked it, leaving a small crater where his fist had impacted against the top of the building that they fought on._

By now Spider-Man was moving in for an assault of his own, striking hard and fast, as always relying on his spider-sense in conjunction with his natural speed and agility to keep him safe from his foe's retaliatory attacks. But in this case he was particularly pressed. His foe could easily keep pace with him, much moreso than almost any other foe Spider-Man had faced before. Only the Green Goblin could so perfectly match Spider-Man's speed the way this man did now.

As Spider-Man continued to swing through New York, he snapped himself back to the present day and out of the flashbacks to the events of roughly seven years ago. Remembering that previous battle with Kaine reminded Spider-Man of how challenging an opponent he'd been, and in turn their fight the previous day told him that his dark clone had lost none of his ferocity, strength, or skill. In fact if anything he like Spider-Man himself had only gotten stronger with age. With all of that in mind, Spider-Man didn't fancy going up against Kaine a third time. But he also knew that he was still out there, and was now hellbent on going after Gwen. Spider-Man wasn't about to let Kaine take her. Not when he'd lost Gwen once already…

As Spider-Man continued to swing by and think these things, he was shaken out of his thoughts by the sound of a voice that sounded just a bit like his own, but also far darker and more hostile. "Parker."

Looking over his shoulder, Spider-Man saw Kaine swinging towards him on his own web-lines, yet one more thing he had inherited from Spider-Man's DNA.

No sooner did he see him did Spider-Man swing faster through the city. Swearing under his breath, Kaine pursued, increasing his own speed as he did so. "Come back you idiot! I'm not here to fight!"

Kaine's words caught Spider-Man's attention. By all rights he shouldn't have taken his psychotic clone at his word, but he also knew that deception wasn't ever Kaine's strong suit. Deciding to take his chances, especially when he realized that his Spider-Sense was not in fact going off and hadn't when Kaine was behind him, Spider-Man stuck himself to a nearby building and waited for Kaine to catch up. His clone stuck himself to the same building and glared at him from behind his mask.

"I gotta say you're really making this a hell of a lot more difficult than it needs to be."

"What do you want Kaine?" Spider-Man demanded in an unamused tone. "Why are you after Gwen?"

"To _protect_ her dumbass. She's in danger, and before you say anything, not from me. From someone else."

"Who?"

"It calls itself 'Carrion'. It's a little something a mutual friend of ours left behind before he bit the dust."

"Mutual friend? You mean the Jackal?"

"That be the one." Kaine said evenly. "It's some kind of clone of the Jackal that the old man made before biting it. If I had to guess to pick up where he left off in the event that he didn't make it."

"Wait, wait...you're saying that the Jackal made a clone of himself along with clones of me? And that this clone is now after Gwen? Why?"

"Must have inherited the old man's obsession with her. Along with every other 'charming' aspect of the real deal's personality."

"But why now? The Jackal's been dead for six years. Why would his clone be running around now?"

"Ask him when we find him." Kaine said. "Me, I'm not looking to ask questions, just punch the bastard's face in and keep him from hurting the girl."

"That 'girl' has a name. It's Gwen Stacy." Then, Spider-Man's voice took on a more hostile tone: "And I'd appreciate it if you used it."

"I really don't care _what_ you'd appreciate. As it is, we can't waste anymore time. While we've been talking, he's probably already gotten to her."

Spider-Man's eyes widened in horror behind his mask. "What!?"

"Like I said, we need to move now."

Nodding in agreement, Spider-Man swung off with Kaine beside him. As they went back to his and Gwen's apartment with all speed, Spider-Man asked: "So what's your interest in this Kaine? Why do you care what happens to Gwen?"

"I may not be you Parker, but I have my reasons. I care about her because she doesn't deserve to die or else become a slave to some dead old man's twisted legacy."

-X-

Gwen returned to the apartment to find that Peter wasn't there. As she entered the apartment in full though, she saw that someone else was. Or rather, _something_.

The something in question was a creature resembling a bipedal animal that was a relative to the dog family. He had fur that looked gray, mottled, and frankly dead. A thin, wiry tail protruded from his rear, and his fingers ended in small claws. More fur adorned his face and head as a sort of crude substitute for hair and a beard, and his small eyes narrowed menacingly upon seeing Gwen. Most disturbing though was the smile he made and the voice along with it that said: "Hello Miss Stacy. Have I got something special planned for you."

**Author's Note: Sorry if this chapter came off as a little too slow or exposition heavy. Couldn't be helped. Don't worry, the next chapter will be somewhere in-between this one and the last one in terms of how much action there is compared to how much talking there is. I did try to spice things up a bit with the flashback fights though.**

**And for the usual trivia…**

**1. Carrion is an actual character from Marvel Comics. His backstory is about as convoluted as the Jackal's, but the original idea was that he was a clone of the Jackal, and that's what I went with here. He first appeared in 616 in Spectacular Spider-Man Issue 25.**

**Also,, I should have probably clarified this WAY earlier, but just to set the record straight, Spider-Man (and by extension his clone Kaine) use organic webbing in my Marvel Universe just like in the Sam Raimi films and also the Spider-Man comics that followed the events of "The Other" but preceded the events of "One More Day/Brand New Day". I did this because for a guy who inherited a spider's powers, I find it odd that he didn't get the most well-known one. Don't get me wrong, I like the web-shooters, but I still decided to go with the organic webbing anyway just because of that.**


	5. The Trouble With Clones

Chapter 5: The Trouble with Clones

By the time Kaine and Spider-Man returned to the latter's apartment, they found it empty, with no sign of Gwen anywhere. Kaine though, frowned and shook his head.

"Damn, we're too late."

"What makes you so sure that Carrion has her?"

"My non-spider senses are a bit more heightened than yours." Kaine said matter-of-factly. "And I'm picking up a real bad smell coming from here. Oh, and this."

Kaine grabbed a letter resting on a table, a letter that Spider-Man had not immediately noticed. Opening it, Spider-Man read through it's contents quickly and then crushed it in his hand. "He has her alright. And us with no idea of where she could be…"

"Sure we do." Kaine said. "Well, _I_ do anyway. He'll be hiding out with her in his lab."

"But the Jackal's lab was destroyed…"

"The Jackal had multiple labs. In case his primary one was ever compromised. I know because your _other_ clone was grown in a lab different from the one I was. Carrion's probably there."

"Then we start there. You lead the way. I'm not losing Gwen a second time."

"Swore I'd never go back there…" Kaine muttered ruefully. "...so much for that."

-X-

Gwen's eyes opened slowly as the world came back into focus. Looking around, she realized that she was in the same dark room that she had first woken up in after her death, or at the very least something very similar to it. She felt light-headed and woozy and realized she'd probably been sedated. Looking about some more, Gwen quickly realized that she had also been strapped down to some kind of operating table. She tried to free herself, but it was simply no use. As she struggled though, a voice that she'd heard before cut through the darkness of the room: "Awake already are you? Good, good…"

"Where am I?" Gwen demanded. "Who are you?"

"Back where it all began in a sense. Well, at least for you and me anyway. You see Miss Stacy, in many respects I am much like you. A continuation of what came before…"

"What are you talking about?" Gwen demanded. "I don't know who you are, and we're nothing alike!"

"Oh, but we are." As Carrion said this, he stepped out of the shadows in full, revealing his animal-like appearance to Gwen as she continued to struggle in vain. "We are very much alike. And the reason for that is that you are not really Gwen Stacy. Oh no, you my dear, are a _clone_. A clone of Gwen Stacy the way I am a clone of Miles Warren."

Gwen felt her blood freeze and her heart pump loudly in her chest. It was as though some invisible force were subjecting her to painful, searing, agonizing tortures from the inside out. Her head felt hot and burning as much as her veins felt as though they'd had all of their blood replaced with ice-water.

She wanted to scream at the creature and tell it that it was wrong. To denounce him as a liar, to say that she was Gwen Stacy, the one and only. That she was not just a clone made by a dead man who had had a twisted obsession with her. But then she realized all of the different things that served to prove that Jacka's clone was right: how she had not remembered ever dying, or the events right before her death. That she had woken up in a place not unlike where she was now, and naked no less. That the Jackal had been obsessed with her and wanted her to be his.

And then, as the final nail in the coffin, the final thing to prove beyond any shadow of a doubt that Gwen was in fact a clone of the real Gwen, the Jackal's clone produced a laptop that had on it recordings. And the Jackal's clone played them and held out the laptop for Gwen to see.

Gwen saw the Jackal, who in the earliest recordings still looked like Miles Warren before coming to look as his clone did now. And Gwen also saw the clones in their vats. Most of them were obviously of Peter, but she could also see a clone of Miles Warren himself growing in one of the vats. And then she saw herself.

There, floating in one of those vats completely submerged, was Gwen Stacy. Or rather, Gwen Stacy's clone. In the face of such evidence on top of everything else, Gwen's clone had no choice but to admit in that moment that she was exactly that: a clone.

"Sobering isn't it?" The Jackal's clone asked in a tone that was permeated with false sympathy. "To learn that all of those memories, everything that you thought was your life, was in fact someone else's. That everything you thought you knew is a lie. I'd imagine you're quite distressed right about now…"

"What do you want with me?" Gwen's clone asked, her voice now incredibly soft as she felt utterly drained of any kind of anger, defiance, or even the very desire to keep going. The revelations about herself that she'd just been subjected to weighed that heavily on her.

"Well as the late Miles Warren's clone I am not without my similarities to the man. And that, I confess does extend to his feelings for Gwen Stacy. He and her may both be dead now, but I see no reason why the two of us cannot be what Miles Warren only wished he and the real Gwen were. He made you for that purpose you know. And I was created to continue where the Jackal left off. I intend to do so...in _all_ respects."

"_Never!_" Gwen shouted, an inner fire suddenly igniting in her body like a mighty explosion or a powerful inferno. She might not be the real Gwen Stacy anymore than the creature in front of her was the real Jackal, but she realized that the thought of being this thing's prize was so repulsive to her that regardless of what her own identity was or wasn't, she would not allow herself to lose what precious little self-respect she still had left.

"I'll **_never_** be yours!" Gwen's clone yelled, again trying to free herself from her restraints. The Jackal's clone shook his head. "Still resistant I see. I had hoped this would not be an issue, but evidently it is. I'll be sure to correct that after I've finished with my more pressing matters."

"More pressing matters?"

The Jackal's clone nodded. "Oh yes. The destruction of Spider-Man and his clone. Like I said, I was meant to continue where the Jackal left off. If I didn't kill Spider-Man, I wouldn't be very good at that assignment now would I?"

"They'll find me." Gwen's clone snarled. "And when they do…"

"They won't think to look for you here my dear. Kaine will go to the lab he was created in, a lab separate from this one that _I_ was created in, and separate from the one the perfect clone was made in that was destroyed when the real Jackal died."

"They'll find this place eventually." Gwen's clone countered, still resolute.

"Doubtful." The Jackal's clone said before adding darkly: "...but of course it does pay to be cautious doesn't it? I'll be sending some friends of mine to ensure they never find you."

"Friends?"

The Jackal's clone nodded. "Oh yes indeed. They come in two kinds mostly. Clones of the Jackal much like myself only more dense, and…" his lips formed into a smile. "...clones of your boyfriend."

-X-

Kaine snarled in frustration as he and Spider-Man arrived at the ruins of the lab which he had been created in. Years of abandonment and neglect ensured that the place was in complete disrepair, dust caked everything and anything down to the last little corner, and none of the machinery worked anymore. And there was not a soul in sight.

"She's not here. Neither is Carrion."

"Doesn't look like anyone's been here for a long time." Spider-Man observed before turning to Kaine. "What now? Gwen's still out there somewhere, and who knows what the Jackal's clone is doing to her. We need to find her now!"

"If they're not here, then they'd have to be in another lab that the Jackal had. A different lab."

"The one other lab was destroyed when the Jackal died." Spider-Man noted. "I was there."

"Then I guess that means there's a third lab somewhere here in the city, probably the same one where Carrion was created in the first place. Only problem is, we've got no way of finding it…"

Kaine trailed off as both he and Spider-Man felt a stinging sensation in the back of their heads, a tell-tale warning of danger coming their way at a fast speed. So fast, in fact that Spider-Man for one was reminded of…

Instinct took over as both Spider-Man and Kaine avoided the attacks of their opponents, both of whom had leaped into the air and come down with legs extended for a kick. Looking out to see who their attackers were, Spider-Man and Kaine were shocked to see two other Spider-Men standing there, each one wearing a copy of the hero's usual costume, as opposed to the variant he wore now. Considering who they were hunting, Spider-Man and Kaine knew immediately who these people were.

"More clones." Spider-Man noted. "How much do you wanna bet that they're just as good as us at everything?"

"Let's find out." Kaine said darkly, zipping towards one of the Spider-Men and laying into him without pause or quarter. The real Spider-Man for his part was more agreeable to letting his doppelganger come to him, leaping out of the way of the clone as it sped towards him, as it did Spider-Man noting how he/it was definitely faster than a normal person, but whether or not the clone was as fast as him was a more debatable point.

The clone threw a punch, followed swiftly by another. But the real Spider-Man was already gone by the time the attacks were made. He was circling around the clone now, moving in periodically to strike out with attacks of his own before darting back again. The clone adapted to this quickly, moving his body out of the way and then coming at Spider-Man with it seemed to the hero an ever-increasing amount of speed. Faster and faster he fought, soon rapidly coming up to Spider-Man's own speed as the genuine article found it harder and harder to evade or match his opponent's strikes, though he also didn't make it any easier on his opposite number.

A punch from Spider-Man struck his foe right in the jaw-line. Spider-Man couldn't help but feel a few different emotions at how he had just struck a mirror image of himself in the face, but also knew better than to let up now. His clone seemed to be able to match his speed quite well, Spider-Man already bearing several bruises from where he'd been struck by his clone. However, it seemed to Spider-Man that his clone took the abuse less well, another punch from Spider-Man causing his clone to double over, nearly buckling and gasping in pain. A follow-up punch only served to confirm to Spider-Man how much less hardy his clone was, the doppelganger being sent briefly into the air before crashing down on his back. The clone tried to get himself back up with an elbow, but instead he fell back down and lay still.

The sound of another body hitting the ground hard got Spider-Man's attention. Turning around to the source of it he saw Kaine standing over the other Spider-Man clone, whose body lay motionless and his costume now torn and damaged. In contrast to the restraint Spider-Man tried to employ, Kaine had no such inclinations to pull his punches.

"That was so damn satisfying." Kaine said with a sadistic smile behind his mask, to which Spider-Man shook his head. "Just remember which Spider-Men you can and can't beat up." he said in an unamused tone. Care about Gwen's well-being he might, but Kaine had no love lost for Spider-Man and the webhead knew it. The last thing he wanted was his psychotic clone turning on him or else going too far like he had in the past. Spider-Man didn't like having a cold-blooded killer watching his back as it was.

But Kaine for one was unconcerned. "Relax Parker, I'm not gonna stab you in the back, literally or figuratively. And besides, things just turned in our favor."

"How is that?"

"Because now we can use the clones he sent after us to track him right down to his lab. I just need to trace the path these clones took to get to us from where they originally came from."

"Why would Carrion send these clones after us then if it risked letting you get to his lab?"

"He doesn't know about my tracking skills." Kaine said with a slight smile underneath his mask. "II picked those up after I left the city. That and I'd assume he thought these idiots could beat us. He thought wrong. It shouldn't be too much trouble now to figure out where the bastard is."

-X-

Back in the third and last of the Jackal's labs, now Carrion's lab, Gwen's clone continued to struggle in vain to free herself as all the while Carrion seemed busy at work on something or another. Gwen's clone couldn't tell because of how dark the room was and also how in truth she really wasn't paying all that much attention, instead devoting all of her energy into trying to free herself, even though she knew how useless it was for her to try and free herself. She was bereft of the strength that Peter and his clones so enjoyed.

"You really should stop struggling you know." Carrion said matter-of-factly as he continued to work, not even sparing Gwen's clone a glance as he did. "You're never getting out of here."

"Spider-Man will find me." Gwen's clone said resolutely. "His clones never stopped him before, they went now."

"Hm. maybe not, but they will slow him down if nothing else. And besides that he has no way of finding us on his own."

"Well then I guess it's a good thing I'm not alone huh?"

Eyes widening, both Carrion and Gwen's clone turned to face the source of the familiar voice and saw Spider-Man and Kaine both overlooking the interior of the building before jumping down through the already partially broken windows. Spider-Man's face turned into a determined scowl behind his mask as he saw both Carrion and also Gwen strapped to the table.

"Let her go."

"I can't do that Mr. Parker. Miss Stacy's clone belongs to me now."

"Clone?"

"Ah yes, forgot you didn't know: the Gwen Stacy you see before you is as much a clone of the original one as I am a clone to the original Miles Warren."

"You're lying."

"No, he's not." Kaine said. "I remember seeing her when the Jackal first made me. She's a clone alright."

Spider-Man turned to Kaine. "You knew this whole time and didn't tell me?"

"Finding the girl and keeping her safe took priority. And if I'd told you she was a clone what little reason you had to trust me would have vanished. You'd never have believed me."

"They're right." Gwen's clone said. "I am a clone Peter. I saw the footage of myself in the tank. And besides that I just know it's true, deep down. I didn't want to admit it but…" Gwen's clone paused before finishing reluctantly: "I can't delude myself about it. I know it's the truth."

"There, you see? Even the clone admits it. You, Mr. Parker, can be in denial over it as much as you like, but it changes absolutely nothing in the end. The only one here who's not a clone is you. And once you and the defect alongside you die that will cease to be the case. Then the real work begins."

"What 'real work'?" Spider-Man demanded. "And if you're a clone of the Jackal, how come you're choosing just now to show yourself?"

"To answer the latter question, the Jackal had installed in my cloning vat the following measure: if a set number of years passed without a visit from him, the lab's computer would assume that he had died and that therefore it was the right time to awaken me. As it so happened, the set time was reached, and I was revived. I then spent the next year getting my bearings and learning of what happened to the original Miles Warren. Once I did, I began setting my own plans into motion, and also went out of my way to continue where my predecessor had left off. I aim to continue the work the original Miles Warren started. And the first order of business is to do what should have been accomplished years ago: the death and replacement of Spider-Man via a perfected clone."

"And then after that?"

"Ah yes, what's next? Well you see, my being a clone with such intellect as the original Miles Warren had has given me a unique kind of...clarity, shall we say. I've come to certain conclusions that I fully believe were ones the original Miles Warren would never have come to, namely that clones such as myself are superior to the originals."

"What?"

"Oh yes, it's true. We share all of the original's DNA, but can also be modified so as to be free of the weaknesses that plagues the original individuals. Oh yes, with a perfected cloning process one could create perfected humans! It's an ideal path to a better world. A world without weakness. A world of _perfection_."

"You're completely fucking nuts old man." Kaine said. "And now it's high time we finish this."

"I'm glad you agree." Carrion said with a smile before adding: "...that's why I made sure to call in the cavalry!"

And as Carrion said this he pushed a button from which several vats opened with a hissing sound. And out of each of them stepped another copy of Peter Parker wearing nothing but underwear, or clones of the Jackal that looked identical to Carrion.

"Brothers, fellow clones...prove yourselves worthy of my new world vision. Kill my enemies." Carrion pointed to Spider-Man and Kaine, and the clones wasted no time running towards them. By Spider-Man's count there were three clones of himself, and three of the Jackal. Knowing that he and Kaine would do well to split the enemy force in half and take three each, Spider-Man zipped towards two of the Jackal's clones, tackling into them and forcing both of them down on their backs. Both clones were back on their feet in an instant, slashing, sweeping, and clawing at Spider-Man with the web-head doing his best to move out of the way of all of the attacks before at last being kicked backwards by one of his own clones, who had leaped into the air foot outstretched much the same way the previous two clones had. That told Spider-Man that all of his clones likely fought the same way, which in turn told him what to expect.

Predictable as the clone's attack pattern was though, he still struck hard and fast, trailing not too far behind the real Spider-Man on either front. The Jackal's own clones were hardly slouches either. Though Spider-Man could easily track their movements and they did not keep him on his toes quite as much as his own clone did, they were nevertheless still fast enough to avoid Spider-Man's strikes to some degree, and both were clearly faster and more nimble than any normal man could hope to be.

Kaine, meanwhile was struggling against the two other Spider-Man clones, the two taking an almost primal delight in ganging up on him and double-teaming him, striking at him from multiple angles with rapid-fire strikes and blows. Kaine grunted and cursed as he either rolled with the blows or else stood proud and took them, his enhanced durability continuing to hold firm. The Jackal clone though, was not so quick. With a lightning like lunge, Kaine grabbed it's tail and swung with all his might, yanking the clone off the ground and slamming it hard into one of the Spider-Man clones. Kaine then swung in the opposite direction, striking the other clone before slamming the Jackal clone into the ground over and over again, as he did feeling almost like a certain other someone with serious anger issues.

_Good catharsis. _Kaine thought as he tossed the now bloodied, battered, and unconscious Jackal clone aside, just as the two Spider-Man clones came upon him again, the combined force of their blows steadily forcing him back. As Kaine continued to take their blows and do what he could to land hits of his own, it seemed as though the two clones working in concert was even more than what the real Spider-Man himself could bring to bear on his own.

_Sure feels like it at least._ Kaine grumbled as he finally managed to grab one Spider-Man clone by the leg and throw him to the side before then all but pouncing on the other and laying into him with the most vicious blows he could bring to bear.

Spider-Man for his part had taken to employing a strategy similar to Kaine's, grabbing one of the Jackal's clones by the tail and swinging him into the other one, which in turn gave Spider-Man time to focus on his clone exclusively. Knowing how the clone would attack, and how much like the first one he'd fought he'd be unable to reign himself in, Spider-Man stayed on his toes and met his clone in battle the same way he'd met the first, soon managing to bring him down in short order just as the Jackal's clones came at him again.

Seeing that Kaine was being thrashed good by the two other Spider-Man clones, the real Spider-Man decided to even things up a bit.

Shooting out a strand of webbing, Spider-Man pulled one of his clones to him, getting it's attention. As he did, Spider-Man called out to Kaine: "How about you and me each take one?"

Kaine nodded and began diverting all of his efforts to one of the clones as Spider-Man zipped towards the other and started laying into him. Refreshingly, this one seemed slower to react to Spider-Man, making it easier for him to dance around his foe the way he did most other people he fought. People who did not possess speed, agility, and reflexes that sat not too far below his own.

The two Jackal clones were soon on top of Spider-Man and Kaine as well, with Spider-Man and Kaine each taking one on in addition to the two other Spider-Man clones. Said clones finally fell now that they had been split up, but as they did Spider-Man saw Carrion dragging away a struggling Gwen as he retreated through a doorway.

"Carrion's escaping! And he's got Gwen!"

"Go save her, I'll hold these Jackal clones off."

"Kaine, you're exhausted. You can't beat them by yourself…"

"Just go!" Kaine roared. "You're wasting time! Save the girl!"

In the face of both Kaine's insistence and also his own desire to not lose Gwen a second time, Spider-Man reluctantly conceded and then took off in hot pursuit of Carrion. As it was, he didn't get far. Spider-Man's superior speed coupled with Carrion's having to hold onto a struggling and thrashing Gwen the entire time ensured that Spider-Man gained on him rapidly. Seeing this, Carrion suddenly stopped short and whipped around, holding onto Gwen's clone by the throat.

"I'd stop right there if I were you Mr. Parker. Otherwise things will end badly for Miss Stacy's clone here."

Seeing Gwen's clone in danger, Spider-Man reluctantly stopped, but nevertheless held his ground.

"Let her go Carrion." Spider-Man snarled. His fists tightened and his teeth were clenched and eyes narrowed behind his mask. He even felt his body begin to shake. He wouldn't let this happen again. Regardless of whether or not it was the real Gwen Spider-Man was not going to lose her. He would not go through that loss again. He would not go through any loved one's loss again.

"And allow you to beat me to a bloody pulp the second I relinquish my leverage? No sir."

"I'm going to beat you to a bloody pulp if you don't let her go. I'm not joking around here Carrion. If you hurt her, I'll make you wish you'd never come out of that vat you were grown in."

"Violent threats are not becoming of you are they Mr. Parker?"

_"Let. Her. **Go.**"_ Spider-Man growled.

"You should listen to the man." came Kaine's voice. Spider-Man turned to see him stagger into view, his cape now partly torn and his costume being similarly damaged. "We're not leaving here without her." When Carrion said nothing in response, Kaine added: "Look it this way pal: you don't let her go, I break both of your arms."

"You forget: by the time you move against me, I will have already broken her neck."

"True, but you forgot about a little something else…" And then, in a blur-like motion that Gwen's clone for one could barely follow, Spider-Man raised one of his arms and fire a strand of webbing that struck Carrion right in his face. As this happened, Spider-Man shot out a web-line with his other arm that latched onto one of Carrion's arms. Kaine in turn fired out some web-lines of his own that latched onto both of Carrion's arms. Between both of them pulling, they were able to force Carrion's arms away from Gwen's clone, who upon being free dropped to the ground and darted away from Carrion as fast as she could. No sooner was Gwen's clone safely out of Carrion's reach did Spider-Man and Kaine both close the distance and lay into him. Between the two of them, Carrion went down in short order.

No sooner did he fall did Spider-Man let out a sigh of relief. "Phew. It's finally over."

"Not yet it's not. We still need to finish the job."

"Sorry, but this Spider-Man's not one for your kind of 'finishing the job'. I'll get SHIELD down here and they'll deal with the clones. Black Cat's with SHIELD now so I can contact her."

Kaine shrugged. "Suit yourself. I still think we should kill the bastard though."

"I'm only prepared to kill if there's no other choice. And so far, that hasn't happened."

"_So far._" Kaine stressed.

"Well I don't know about either of you two." Gwen's clone said. "...but I really want to get out of here now."

-X-

No sooner had Spider-Man contacted Black Cat and told her what was going on had she promised to arrive with other SHIELD agents as soon as she was able. In the meantime, Spider-Man and Kaine had webbed up Carrion and the other clones to make sure they weren't going anywhere. After they finished, Spider-Man turned to Kaine: "So, one question: how did you know Gwen's clone was in danger?"

"I told you, I saw her in her vat when I was being 'grown' myself. I remembered her. I knew she would wake up one day. But it was a friend of mine who told me when. And when he did, I knew I couldn't let Jackal or whatever other clones he'd made kill her. I wasn't going to let him just discard her the way he discarded me and all the other clones of you he didn't like."

"Thank you Kaine."

"Don't thank me. I didn't do this for you. I did it for her. Nobody else."

"Well that's more than enough for me. There's more of my DNA in you than you want to admit Kaine. I know there's good in you."

"Whatever." Kaine said unconvinced. "Just make sure the next time I see you it doesn't go the way it did the first few times."

Spider-Man nodded. "Will do. And if you could never punch me in the gut again, it'd be appreciated."

Kaine allowed the slightest of smiles behind his violet variant of Spider-Man mask before throwing the hero's earlier words back at him: "Will do."

"One last question though: who's your friend, and how did _he_ know?"

"Let's just say he's someone who prefers to keep his distance from you and help from afar. He told me when Gwen's clone would awaken, and that in turn told me when I would need to go here to help her."

"But how did he know?"

"Call it 'inside information'."

"Cryptic."

"Like I said, he prefers to keep watch from a distance. He's not one for advertising his identity either. At least...not yet."

Spider-Man sighed. "I take it I'm not going to be meeting this mystery man any time soon?"

Kaine shook his head. "Probably not no. But who knows? Maybe he'll show up some day…"

-X-

Back at Peter's apartment, Gwen's Clone was busy packing up her things and some provisions for her upcoming sojourn into the world beyond New York City.

"Are you really sure you want to leave?" Peter asked sadly.

Gwen's clone sighed. "Look Peter, I...I'm just not the real Gwen Stacy. I'm not really the woman you loved, and nothing will ever make me her."

"But you have her DNA. All of her memories, her personality, everything. As far as I'm concerned, the real Gwen lives on in you."

Gwen's clone smiled. "That's sweet of you to say Peter. But you shouldn't use me as a substitute for the real deal. And now that I know I'm not really Gwen, I...I want to be able to start fresh. Do something new and different with my life. Something that's wholly my own, rather than just what the real Gwen would have done. I may share her DNA like you said, but I want to be my own person."

Peter nodded. "I can understand that. But..that doesn't mean you have to leave."

"Maybe not, but I want to. However I may feel about you Peter Parker, I don't want to live another person's life here, and a sheltered, shadow of a life at that. Like I said, I want to start fresh. To be able to live, free of the baggage and restrictions living here as Gwen Stacy will place on me. I want to go somewhere else."

"Any idea where?"

Gwen's clone nodded. "I want to go to London, but I probably don't have the money for that...in fact, I don't think I have much money period…"

"I'll give you what I can." Peter said. "And don't bother saying no. It's the least I can do."

Gwen's clone chuckled. "Well since you're so insistent how could I ever refuse?" Then, Gwen's clone closed the distance between her and Peter and hugged him tightly. "Take care of yourself Peter."

"You too...uh...Gwen."

Gwen's clone shook her head. "No, not Gwen anymore. Something else now. Someone else."

"Who?"

Gwen's clone looked up at Peter and smiled. "I kind of like the name Joyce."

-X-

As he kept watch over Gwen's clone, now off to start fresh someplace other than New York, Kaine knew his own time in New York would similarly be drawing to a close. Gwen's clone might be leaving New York, but that did not mean she was going to be free of danger. Kaine still felt obligated to look out for her therefore, and to go wherever it was that she went. He couldn't claim to mind this. New York didn't mean anything to him and he wasn't sorry to leave it a second time.

He soon realized though that he wasn't alone.

"Surprised you never showed up." Kaine remarked as a more lean man made his presence known. He covered his face with a red mask similar to Spider-Man's own but without the web pattern. Worn over his otherwise entirely red costume was a dark blue hoodie with a large black spider logo on the front of it.

Kaine spared only one brief look over his shoulder at his counterpart and fellow Spider-Man clone before turning his gaze back to Gwen's clone. "...would have been nice to have had you helping us against Carrion and all of those other damn clones." Most would have been offended by Kaine's having his back to them while he was talking, but at this point in time Ben Reilly was used to it.

"You and Peter did pretty well without me, and it wasn't the right time to reveal myself to him. Not after everything else he's had to deal with lately."

"You're gonna have to tell him you're back sooner or later."

"I know. But he just dealt with the disappointment of Gwen not really being back and also the shock and surprise of your return. I think that and the business with Carrion plus all of that stuff with Harry Osborn and the Hobgoblin six months ago is more than enough surprise returns on him for a while. That, and I've had some problems of my own as of late. Spider-Man's enemies aren't all in New York. I've got the bruises to prove it. Add to that all of my training plus creating a new identity for myself the way Gwen's clone is about to, and I haven't exactly had much time to pay Peter a visit these last six years."

Kaine shrugged. "I suppose. Still would have been nice if you had pitched in though. This was all partly your idea after all."

"Just as it was partly yours Kaine." Ben Reilly replied. "I had faith in your ability to protect Gwen's clone alongside Peter. And that faith was rewarded." Then, after a pause Ben added: "He was right you know."

"About what?"

"About there being good inside you. I can see it too."

"Don't you give me that bullshit too..."

"If there wasn't good in you Kaine you and I wouldn't be having this conversation. Deny it as much as you want but you know I'm right."

"Well, regardless, my answer's still no."

"I figured as much. I can't say I'm not disappointed though. I thought maybe spending time with our brother would change your mind."

"You should have known better than that" Kaine replied coldly. "There's only one Scarlet Spider Ben. And that's you."

"Very well, I guess I'll be swinging solo after all."

"Any ideas on where you want to go?" Kaine asked. Ben shrugged. "I hear Houston's nice this time of year."

**Author's Note: And that little reveal there brings my own little Clone Saga to a close. Lot shorter and less convoluted than the real deal right?**

**Now, I understand that every Spider-Man writer since the Clone Saga has considered it their holy duty to mock and condemn the story, but honestly, it was far from the only bad 90s Spider-Man story and therefore hardly deserves all the blame for "ruining Spider-Man in the 90s". And if nothing else, I like all the characters the Clone Saga introduced, in particular Scarlet Spider and Kaine. Hence why I did this story. I hope you all liked it better than the real Clone Saga.**

**May as well point out a few things as I usually do:**

**1. The ending is a reference to the current Scarlet Spider comic book that sees Kaine as the new Scarlet Spider and operating in Houston Texas. Its a good book, but it could be better. And I really do wish they'd bring Ben Reilly back already. He was a good character who should be given a second chance. Especially considering that they brought the Spot back from the dead. Seriously, the Spot. If he gets to come back, Scarlet Spider absolutely should.**

**2. Similarly, the chosen alias of Gwen's clone is a reference to the alias she gave herself in 616, Joyce Delany.**

**And that's everything. Can't believe we're already done with the first third of the story! The next chapter's going to serve as a sort of light-hearted intermission between this first third and the rest of the story. I hope you enjoy it and this chapter both!**


	6. When Hate Takes Flight

Chapter 6: When Hate Takes Flight

In a darkened room with no lights on and the blinds to the windows let down so that barely the faintest sliver of sunlight could shine into the room, a proposal was made.

"Ooh, sounds suspenseful! Keep going! Keep going! I love this kind of stuff…"

"Who on earth are you talking to?" asked the man who sat opposite from the red and black clad mercenary he had called in.

"Why the writer of course!" Deadpool said, before once more addressing what was from the perspective of the other man thin air: "Not too many people these days seem to appreciate the intricacies and wordplay that defines a great story, wouldn't you agree?"

"Are you going to keep babbling all day, or are you actually going to listen to what I have to say?" the other man demanded in a clearly tested tone.

"Alright, alright, I'll listen." Deadpool said, waving off the other man's irritation.

"Good, because here it is: I have many enemies, and one enemy in particular who as of right now stands above all the others. Assassination is difficult, because he has the uncanny ability to forsee danger right before it comes, and thus is impossible to sneak up on."

"Really? That sounds an awful lot like Spider-Man's 'spider-sense'..."

"That's because it _is_ Spider-Man who I'm referring to. I want you to do what no conventional hitman could ever hope to do: kill Spider-Man."

Deadpool blinked once behind his mask before bursting out laughing in response. "Ha! Oh man that's rich. You want _me_ to kill Spider-Man? Look buddy I'm usually one for assassinations, black ops missions, hell, _birthday parties_ even. But fighting a bona-fide superhero mono-a-mono tends to not be my specialty. So that means I'm gonna have to charge extra. A **_lot_** extra, like say...triple my usual rate."

"Money is of no concern. I will also provide you with some additional equipment to make it easier for you."

"Gee whiz, that sounds _swell_!" Deadpool replied in a derisive tone. "I've always wanted to upgrade my arsenal."

"Now I feel I should stress that this assignment is of the utmost importance to me. Are you absolutely certain that you are up to the task?"

"Yeah, yeah of course." Deadpool said with a wave of his hand. "Everyone knows I'm like a more crazy Spider-Man with guns and swords instead of webs. I mean, that one artist dude Rob whatshisname always said he based my look off of Spidey's. I'll totally be able to take him out for ya. No problem."

"Very well then. Since you're so confident, I'll be withholding your payment until you accomplish your assignment."

"Aw, I don't even get a teensy tiny portion of it upfront?"

Deadpool's employer shook his head. "Well piss on that. Alright fine. You want Spider-Man taken care of? You got it."

-X-

"I'm pleased you could all come." The Vulture greeted as several men filed into the room.

"What's this about?" demanded the leader of the group, Honcho. "Just because our old boss Blackie Drago used to work for you doesn't mean you can just turn us into your personal playmates."

"Oh hush." Vulture said, waving off Honcho's hostile greeting. "I brought you all here because I have need of your services."

"Our services don't come for free."

"You'll want to hear everything I have to say before you turn me down." Vulture said, the small amount of patience he had rapidly disappearing in the face of how remarkably dense and stubborn his "guests" were being.

"Alright, fine. Talk."

"Boys, to put it simply and honestly I'm not getting any younger. I really don't know how much longer I can expect to live. So with that in mind, I want to make sure that my work survives me. I had hoped your old boss could be a worthy successor, but he's failed me several times now, and I'm inclined to view him as a waste of my continued attention. You all on the other hand, may very well be different. The proposal I offer is this: you all will be given your own copies of my suit, harness, and wings, and continue where I leave off. And that includes getting rid of Spider-Man. In exchange for this, you can keep any and all riches you acquire as my successors."

Honcho and his fellows all looked at one another and began talking amongst themselves for a few moments before finally turning back around to face the Vulture. This time the one who spoke was the member of the group known as "Pigeon": "So let me get this straight old timer: you want us to become just like you, _and_ you're planning to let us keep anything we steal all to ourselves?" He smiled. "Your real name 'Santa Claus' or something? And it ain't even Christmas!"

"Well, it's not much of an offer if it's not sufficiently enticing now is it? But I feel I should stress that it is not a complete freebie. There is one catch to my proposal."

"And what's that?"

"You will help me eliminate Spider-Man. That is a mandatory part of the contract. Once Spider-Man is gone, _then_ you can do with my technology as you please. Sell it to the military for all I care. But not before Spider-Man is finished off for good."

The four men burst out laughing before one of the gang, known as 'Sugar-Face' said: "So because you're too much of a wuss to beat Spider-Man yourself you're calling us tough guys in to help you, is that it?"

"Something like that." Vulture replied in an unamused deadpan. "Look at it this way: your old boss was too weak to do any better than I did. In fact he was even worse. This is your chance to prove you're better than him. That you've all outgrown Blackie Drago and can now do all sorts of things he never even _dreamed_ of."

Honcho seemed to consider this. "I can't say I mind that notion. And it would be nice to have a suit and wings like that…" Honcho nodded. "Alright fine. You got yourself a deal. We help you squash your bug man, and then we get to do whatever we want with your bird-suits."

Vulture nodded. "Arachnid man, but yes. That is the deal. Shake on it?"

Vulture extended a hand, and Honcho took it without a second thought. "It's a deal. You got yourself some new muscle old man."

-X-

"So how are things going with Gwen?" Felicia asked from the other end of the phone as Spider-Man remain perched on the same building edge.

"Well, for starters she's 'Joyce Delany' now. She's decided to go someplace else. Wouldn't say where, just that she was hoping to go to England sometime soon. Kaine's keeping an eye on her now."

"Well _that's_ reassuring."

"I'll admit, I'm not crazy about it either, but Kaine does care about her if no one else. And he helped me stop Carrion, so I think I can trust him for now."

"And I thought _I_ liked to live dangerously."

"It'll be fine Cat."

"Alright, I believe you." There was a pause before Felicia asked on the other end: "So...since she left, I take it that means that you two aren't…"

Spider-Man sighed and shook his head. "No, we're not. Maybe it's just as well. Still, for Gwen to have really come back…" Spider-Man shook his head again. "No. There's a lot of crazy things in our line of work, but I guess the dead coming back to life isn't one of them."

Again there was a pause before Felicia asked: "So...have you figured out where you stand with me yet?"

Spider-Man found himself wincing as she asked him this. He'd been hoping that she would not bring that up again, but evidently such hopes had been misplaced.

"Cat I…" he trailed off, his words caught in his throat or else not there to begin with. He wanted desperately to tell her something, anything. For a moment he was even tempted to say that he loved her as she did him, but he was not so sure that that was still true, just as he had been unsure in respects to Gwen, or her clone as the case may be.

"Still not sure huh?" he could hear her sigh on the other end of the phone. "Never mind. I shouldn't have asked."

"Wait, Felicia I…"

He stopped as he realized she'd hung up. Cursing under his breath, Spider-Man put his phone away and just sat there on his perch for a little while longer, in sobering silence as he remembered how he had promised Gwen's clone that he would figure out once and for all where he stood with her. As it was, he had decided that if nothing else he did retain some feelings for her. The memory of the kiss she had given him over six months ago was still present in his mind, and he found himself almost starving for another as he thought back to it.

But then, just as he was truly enjoying these memories and the carnal desires they seemed to inspire in him, his Spider-Sense started to buzz and ruined the moment.

Instinctively leaping into the air, Spider-Man put some distance between himself and the new arrivals, who he immediately identified as each having wings akin to the Vulture's own but also red suits as opposed to his green.

"Great, first Blackie Drago now this. How many more lame knock-offs of my first supervillain do I have to fight?"

The knock-offs in question, "The Vulturions" as they called themselves went at Spider-Man the moment they saw him. Spider-Man for his part was long gone by the time they reached his position. Quickly determining that there were four of them, Spider-Man began thinking of ways to isolate them and start picking them off one by one.

Some web bullets got the attention of two of the Vulturions, who in turn made their way towards Spider-Man first. Spider-Man shot out a web-line that stuck itself to the front of each of the Vulturions that went at him. With a tug Spider-Man yanked both of the crimson clad men to him, also launching himself forwards in the process. Spider-Man rocketed through the air for a brief moment before then twirling around and firing another web-line at the back of one of the Vulturions. With another yank Spider-Man brought himself down onto the Vulturion's back, holding back his full strength so that his kicks merely destabilized the Vulturion and threatened to cause him to crash to the ground, rather than break his back.

The other two Vulturions were now bearing down on Spider-Man, and the hero in turn leaped into the air and over them. Shooting out some new web-lines as he did, Spider-Man was able to hitch a ride on one of the Vulturions when one of his web-lines hit the bird-man's leg. The Vulturion tried to shake him off, but Spider-Man simply went to another Vulturion, slamming into him and very nearly knocking him right out of the air. As he did though, Spider-Man's spider-sense began to buzz. Little did he realize that it was not from the Vulturions.

"Tele-splode!" Deadpool shouted as he teleported into view in mid-air before raining down several grenades on the Vulturions, all of whom had the good sense to move out of the way before the explosives reached them, something Spider-Man did as well. No sooner did this happen did Deadpool vanish before appearing again, with Spider-Man instinctively moving his body out of the way as Deadpool teleported behind him.

"Ah phooey!" Deadpool said as he missed Spider-Man. Deadpool tried to teleport again, but his teleporter malfunctioned and blasted him backwards, causing him to fall to the ground at an even faster rate than before. When he landed, Deadpool could only utter one weak: "Ow."

"Was that Deadpool? What on Earth does he want with _me_?" As Spider-Man wondered this aloud, his spider-sense tingled yet again, and Spider-Man moved out of the way of one of the Vulturions as he came at him again, the group of Vulture wannabes having now recovered from their nearly being blown up and now making their way to where Spider-Man was once more.

Spider-Man was ready for them, moving his body out of the way of each of them as they came, also shooting webbing at them to both use them as a thing to swing off of and also to keep them disoriented. Swinging up, Spider-Man kicked one Vulturion right in the face with enough force to knock him backwards and also crack the visor on his helmet. Satisfied, Spider-Man moved out of the way of another Vulturion's flying right towards him with wings extended. Shooting a web-line onto his leg, Spider-Man tugged in such a way that he launched himself forwards before landing on top of the Vulturion. Spider-Man then shot a few more web lines onto the Vulturion and took to "guiding" him, directing the path of his flight much to his loud protests.

"Get off me you freak!" the Vulturion shouted. Spider-Man didn't listen and continued to steer the crook around, and also deliberately ramming him into the other Vulturions. One impact managed to knock one of the other Vulturions out of the air, but also shook him with enough force that Spider-Man was nearly bucked right off, his adhesive feet being what kept him tethered. As the one Vulturion plummeted though, Spider-Man webbed him up and then carried both him and the one he was still adhered to to safety via his web-lines. As he deposited the downed one on a nearby rooftop, the Vulturion he was tethered to became more aggressive in his attempts to shake Spider-Man off. Deciding the joy-ride was indeed over, Spider-Man decided to steer the Vulturion into last thing, namely another Vulturion's wing. The two razor-sharp wings met one another with an ear-splitting clang, and the impact caused him to spiral out of control. Spider-Man was able to steer him in such a way that he went crashing down to the same rooftop where his fellow was.

Webbing the two defeated Vulturions up, Spider-Man then turned to see the other two Vulturions making their way towards him once again. One dive-bombed straight for Spider-Man while the other kept his distance. Spider-Man waited for the right moment and then ducked to the side just as the Vulturion came down at him. One of this razor-sharp wings scraped against the roof with a hideous screeching sound, and Spider-Man webbed his legs before he could get too far away. Bringing his arms down, Spider-Man was able to slam the Vulturion into the ground (or roof as it were) with enough force to knock him out.

Now only one Vulturion remained. With all of his fellows defeated this one Vulturion seemed to lose his nerve, and turned tail and took off. All things considered Spider-Man could have probably afforded to just let the crook go, but he didn't want to take any chances. So it was that he swung after him, and swung around to cut him off, silently thankful that this wannabe was nowhere near as swift a flyer as the real Vulture was.

Swinging forward with both legs extended, Spider-Man knocked the last Vulturion right out of the air. Spider-Man then surged towards him and fired a web-line at him. One short swing later and he'd deposited him on the same rooftop that the other Vulturions were already securely webbed up on. It didn't take much on Spider-Man's part to finish the job by webbing up the last Vulturion.

But then, as Spider-Man allowed himself a sigh of relief, his spider-sense started going off again. Turning his head to the source, he saw Deadpool teleport into view. "I'm back bitches!" Deadpool hollered with manic glee. "That old healing factor sure does work wonders." Deadpool turned to face Spider-Man. "That spider-sense of yours sure makes sneaking up on you a lot like trying to take a whizz in the sun doesn't it? Eh, who cares. I actually kind of like it more this way. Means I get to have some fun!" And then, Deadpool drew his twin katana and held them outwards. "You ready for this webby?"

"What do you want from me Deadpool? I haven't done anything to you and I don't want to fight, and...'Webby?' Seriously?"

"Figured it was a bit less predictable than just calling ya 'Web-Head', 'Web-Slinger', or 'Wall-Crawler' the way everyone else does whenever they're too damn lazy to just say 'Spider-Man'. You ask me, what's the point of having a cool superhero name if nobody ever uses it?"

"You know, I've actually been thinking about that myself: why don't people just call me Spider-Man more often? Hell, I'd even tolerate 'Spidey'..." As Spider-Man said this his spider-sense started to buzz and the next thing he knew Deadpool was gone. Instinctively moving his body out of the way as Deadpool tried to skewer him from behind, Spider-Man nearly didn't move quickly enough and Deadpool cut his back.

"Damn!" Spider-Man shouted. "Lunatic was throwing me off on purpose by talking."

"_Brilliant_ deduction Sherlock." Deadpool said sarcastically before teleporting again. This time though Spider-Man was ready for him and when Deadpool reappeared, he slashed at nothing but thin air.

"Well then, take _that_ thin air!" Deadpool shouted before landing and staring Spider-Man down again. "But seriously though, I do think people should just call ya Spider-Man more often. I mean, I know _I_ wouldn't like it if everyone just called me various nick-names all the time…"

Deadpool was interrupted by Spider-Man zipping towards him. Deadpool saw him coming in time and ducked to one side before then rolling and getting back up to his feet, katanas drawn once again.

"Funny, I noticed you didn't try to teleport." Spider-Man noted as he prepared himself for another attack by Deadpool, also taking the time to shoot some webbing over where he'd been cut as a crude kind of bandage.

"Well, you see Spidey (can I call ya Spidey?): much like in the actual comics (And _Marvel Vs. Capcom 3_!) every third time my teleporter is used, it malfunctions. And I've already used it twice now. So therefore…"

"I think I can fill in the rest." Spider-Man said, who then zipped towards Deadpool once again. Deadpool leaped over him and brought one of his katanas down in a semi-circle slash. But by the time his katana reached where Spider-Man had been, the web-head was already gone.

"You're pretty quick on your feet for a guy who got slashed across the back."

As Deadpool mentioned this, the stinging pain of the cut made itself known to Spider-Man again, and he did his best to ignore it. Deadpool soon came at him again, and once more Spider-Man moved out of the way. As the exchange between them continued, it became pretty clear to Spider-Man that Deadpool hardly needed a teleporter to keep him on his toes, as he was able to keep pace with him pretty easily. Even granting Spider-Man's injury, Deadpool was clearly moving far faster than any ordinary human.

Remembering that Deadpool wouldn't be able to follow him if he took off via his webbing, Spider-Man decided to break off his attack and took off, running off the edge of the building and then web-swinging away. As he predicted, Deadpool just watched him go, unable to pursue, as even his teleporting device could not be used again without it malfunctioning.

But then Deadpool remembered the "specialized equipment" that his employer had given him so as to make his task easier to complete. Deciding that now was as good a time as any to start busting them out, Deadpool attached to his wrists the grapple-launchers he had been given, and aimed one of them at a nearby building. Soon he was swinging after Spider-Man.

"**_WHOOO-WE!_**" Deadpool shouted with glee. "No wonder Spidey does this all the time! I'm loving it!"

Upon hearing Deadpool's ecstatic remark, Spider-Man looked over his shoulder and indeed saw Deadpool swinging after him via his wrist-mounted grapple-launchers.

"Oh man, _seriously_? You're so desperate to take me out you straight up rip-off my powers? How shameless can you _be_ man?"

"I like to think pretty damn shameless!" Deadpool said with a laugh as he continued to swing after Spider-Man before adding: "These little beauties aren't actually mine though. They're a present I got from the guy who _really_ wants you dead. Said they'd make it easier to take you down and, hey, I believe him! Not to mention they're totally frickin' awesome!"

"Well I'm glad you feel that way." Spider-Man said before swinging around to face Deadpool. "...because you're about to get knocked right on your ass again."

"Was that a threat? From _you_? Yeesh, we like switching roles now or something? I mean, me swinging around buildings, you talking tough..." As Deadpool said this though, Spider-Man took advantage of his rambling to deliver a swinging double-kick to him that did indeed manage to knock him out of the air, if not quite on his rear-end.

"Ah come on man, just say 'ass'. I swear I won't judge you." Deadpool called out to seemingly no one as he plummeted before shooting out another grapple at a nearby building and swinging to safety.

_Now I know how **my** enemies feel whenever **I** start rambling_ Spider-Man thought as he swung down after Deadpool. Seeing this, Deadpool drew one of his guns and began shooting at Spider-Man, who in turn swung out of the way of all of the shots as they came.

"Wait, so you actually _can't_ just be shot down by any person with a gun?" Deadpool wondered aloud. "Man, I _knew_ I shouldn't have listened to the stupid internet! Everyone there said I could beat you because I've got guns..."

Once again, Deadpool's rambling proved to be costly, as Spider-Man soon closed the distance between them and with one foot kicked the gun right out of Deadpool's hand and with his other foot struck the masked mercenary square in the face.

"My gun!" Deadpool cried out in utter horror as his precious side-arm plummeted to the streets below. Turning back around to face Spider-Man, also avoiding his next attack as he did, Deadpool said: "Alright buddy, it's **_on_** now!"

"So what, it was off before?" Spider-Man questioned as Deadpool swung up towards him again. Deciding to see just how good Deadpool could really imitate his web-swinging, Spider-Man decided to break off his attack and instead lead Deadpool on a bit of a chase, as he did also going out of his way to lead Deadpool through narrow passes, tight corners, and similar obstacles that would make swinging after him difficult. Spidey of course, was nowhere near as hampered by these same obstacles, experienced as he was at web-swinging.

_Usually not how these sorts of things go._ Spider-Man noted as he continued to swing through the city. _Usually **I'm** the one doing the chasing and one of my enemies is the one running away. But hey, guess there's a first time for everything right?_

As Spider-Man kept swinging though, his web-line was suddenly cut in two by a bullet that tore through first the air and then the web-line. Spider-Man plummeted, and as he did Deadpool took several more shots at him. His spider-sense going crazy, Spider-Man maneuvered his body out of the way of each shot, moving in precisely the right direction to avoid the shots as they came before at last managing to shoot out another web-line and swing past Deadpool. Sticking himself to the side of a nearby building, Spider-Man used his webbing to create a crude shield that, to his enormous relief, did it's job as far as blocking Deadpool's next few shots went.

"Aw man, no fair!" Deadpool whined as the shots failed to penetrate Spider-Man's web shield.

"Hey, if you can rip off of me, I can so rip off of Captain America. I'm sure he won't mind."

"No I mean, I thought you could only do that in the video games! I didn't know you could do it here too!"

Spider-Man rolled his eyes behind his mask in the face of Deadpool's rambling (again). Spider-Man figured he probably shouldn't judge in view of his own talkative nature, but even so, Deadpool's living up to his title "The Merc with the Mouth" was beginning to wear a bit thin.

_Guess the shoe's on the other foot now._ Spider-Man conceded with a sigh.

Knowing he couldn't stay rooted in place forever, Spider-Man leaped off of the side of the wall and then swung off on a new web-line, keeping his web-shield on his other arm and raised to block anymore shots Deadpool sent his way. Mercifully, he was able to put some distance between himself and the mercenary without incident, but then once more Spider-Man's web-line was cut by a well-aimed gunshot.

_Dammit!_ Spider-Man thought before web-zipping to a nearby building, all the while using his web-shield to block more bullets before at last several holes in the shield began to show through. Sturdy his webbing might be, but it was no vibranium or adamantium in the end.

Running up the side of the wall as fast as his legs could carry him, Spider-Man also abandoned his ruined web-shield, useless now that the bullets had at last gotten past it and it's stability was beginning to wane.

It did not take Deadpool long to close the distance. Soon he was on the rooftop as well. With his free hand he grabbed and hurled several shuriken. Spider-Man avoided these easily. Deadpool attempted to gun Spider-Man down while he was in mid-air avoiding the gun-shots, but Spider-Man maneuvered his body in mid-air to avoid the shots, as he did also firing out several web-bullets that succeeded in disarming Deadpool of his other gun, this one went flying out of his hand and then over the edge of the building.

"Not again!" Deadpool whined. As he did, Spider-Man seized his chance. Launching himself forward via a web sling-shot, Spider-Man extended a leg and managed to hit Deadpool square in the chest with enough force to knock him off the edge of the building. As the mercenary plummeted, he awkwardly aimed his wrist-mounted grapple launcher and was able to save himself by shooting it at the side of the building. Nevertheless, it gave Spider-Man time to make another retreat. He hoped as he fled that Deadpool would not be able to track him, but he wouldn't be surprised if the mercenary was able to. For all of his insanity he was good at what he did in every aspect, and Spider-Man could no more deny this than he could the fact that Deadpool was a solid match for him.

Deadpool for his part, was deciding that the time to bust out some of the other new tools and weapons he'd been given for his fight with Spider-Man had come, and after resuming his pursuit, drew a third firearm, this one possessing only one shot. But it was also, Deadpool had been told, all he would need should his standard arsenal fail him (and indeed it had).

Spider-Man's spider-sense continuing to buzz told him he had not lost Deadpool as he had hoped. Turning to face him, Spider-Man was ready to dodge as Deadpool drew his third gun and fired. To his horror though, the bullet seemed to follow him, or else go too quickly for him to move. He felt the singing, burning, cutting pain of the bullet striking his shoulder area. Spider-Man gasped in pain as he let go of his web-line and fell out of the air. Managing to shoot a web-line onto the side of a nearby building, Spider-Man tethered himself to it.

"Unbelievable...you...you actually shot me!"

"Neat huh? It's a 'Tracer Round', or something like that. Meant to be the one bullet ya can't dodge! Only had the one, but with you being shot and bleeding now, I figure one more shot from any other gun will be able to tag you now." But as Deadpool swung around and drew a fourth gun after re-holstering his one-shot firearm, he paused.

"What are you doing?" Demanded one of the two other voices in Deadpool's head besides his own. "You can't kill Spider-Man! He's a good guy, and this is his story! If he dies, what will happen for the next nine chapters?"

"Ah, who cares?" Asked the second of the two other voices in Deadpool's head. "The author will think of something else. You were given a job, so you gotta do it! And besides, if you kill Spider-Man, it'll make your rep forever!"

"There's more to life than just a 'rep' you know" the "Good" voice said, scolding the "Bad" voice.

"Oh yeah, totally." The Bad voice agreed. "Like fighting, shooting, stabbing, blowing things up…"

"You should let him go." The Good voice persisted. "It'll make you look good if you let him go. Everyone will say that you could have finished him but chose to let him go!"

"Isn't that a bad thing?" Deadpool wondered aloud.

"If by 'shooting me and killing me', yeah, that's a bad thing." Spider-Man said in an unamused tone as blood continued to flow out of his shoulder area, with Spider-Man applying webbing as a crude bandage as he had with the sword-cut.

"Hm...I don't know. On the one hand I kind of like our banter sessions and your fashion sense, but on the other hand I did sort of promise I'd kill you and I like getting paid and also getting to kick people's asses so…"

"You know what? I can see you're conflicted. So how about I suggest your next move?" And then, Spider-Man shot some webbing into Deadpool's eyes. Launching himself forwards, Spider-Man kicked Deadpool right in the chest, also grabbing his wrist-cable and tearing it in two. As Deadpool plummeted, Spider-Man webbed up his legs and then entangled them before leaving Deadpool hanging on the side of the building.

"Now if you excuse me, I'm gonna go call some friends."

"Friends? Aw come on man, don't crawl away mad! I was just kidding! I wasn't _really_ going to blow your brains out, honest!"

Spider-Man ignored the Merc with the Mouth and made his way up the building. No sooner did he reach the top did he pull out his phone again and call Black Cat. When she didn't answer, he called Daredevil. "Uh, DD? Yeah, it's me. I've kind of been shot and I could use you and Moony's help since I can't go to a hospital obviously and I'm starting to feel light-headed, so please hurry up…" As Spider-Man hung up, he looked over the edge of the building and saw that Deadpool was no longer webbed up by the legs and was now nowhere in sight.

"...perfect. Well, my Spider-Sense isn't going off, so I guess that means he's out of my hair for now…"

-X-

-X-

"I could probably go back and finish the wimp." Deadpool pointed out as he watched Spider-Man from a distance.

"If you did, you'd have every other costumed do-gooder in New York out for you." The Good voice pointed out. "Besides, doesn't being nice give you the warm fuzzies?"

"Blowing things up gives me the warm fuzzies too though." Deadpool noted. "So does getting lots of money. I was gonna get triple my usual off of this gig!"

"You could always try and kill him again after this story is over." Deadpool's Bad Voice suggested. "...assuming the offer will still be around for that long."

"Meh, I'll have probably forgotten about it by then and moved on to something else. Come to think of it, I just remembered that Carnage is still out there! I could fight him like I did in 616!"

"...Venom reabsorbed him in the last story remember?"

"He did? Ah nuts. Well then I can always fight Venom instead. It'll be just like the 1990s all over again! When me and Venom were in everything!"

"You know you'll probably have to give back the grapple-hook launcher right?"

"Who says I have to do that? Finder's keepers! This thing is awesome! I'm never letting it go!"

"It does kind of give you a bad rep though…"

"Point two in it's favor! Who am I to say no to a little infamy?"

"That's my Deadpool!" his bad voice said with triumphant glee while his Good Voice merely sighed.

And so it was that Deadpool swung off, as he did asking: "So now that I can pretty much web-swing, do you guys think I should get my own theme song too? Like that really, super-catchy one Spider-Man had in the 60s? Or what about the 'Spectacular Deadpool?' Huh? How about _you _man? Yes, _you_. The one reading this here fan-fiction! What do you think? Should I get my own theme song?"

-X-

Vulture snarled contemptuously as he learned that the Vulturions had all been apprehended.

"So they've failed me as their boss did. How typical. Can't seem to rely on anybody these days…"

"I couldn't agree more."

Vulture turned around at the sound of the voice and gasped in shock at who it was.

_"You!"_

Harry Osborn smiled as he held up a hand. "Don't act so alarmed my feathered friend. I've got a...new proposition for you."

**Author's Note: Hey kiddies! It's me Deadpool! So I bet you weren't expecting to see me in this chapter huh? Well here I am! Or rather, there I was! Pretty awesome right? I mean after all, it's a long proven indisputable fact that my presence makes everything better. Just ask the X-Men!**

**And now for some good ol' trivia! Hosted by ME!**

**1. Those losers the Vulturions actually exist believe it or not. They first appeared in the very first issue of Web of Spider-Man and haven't shown up too many other times since then. You ask me, I had the way cooler fight in this chapter!**

**2. Those nifty web-shields Spider-Man created when fighting me can actually be done by him in the comics apparently. And here I was thinking that it was only in Marvel Vs. Capcom!**

**Anyways, best get going now. That microwave Pizza doesn't warm itself after all! Keep reading kids, and I'll make sure to hold the author at gunpoint until he agrees to give me more chapters to be in!**


	7. Revival

Chapter 7: Revival

Amazing…" the one scientist breathed as he watched the sentient strands of black and red continue to dance about and stretch in and out within their containment tubes. "...truly remarkable."

"You've said that at least three times now." one of the younger men in the room grumbled. "It's moving slime for God's sake. It can't be _that_ incredible."

"Oh, but it is." the older scientist countered. "These are two separate organisms, and yet my scans have shown that their DNA is similar enough that they are parent and child, and what's more, they're only fragments of greater wholes. 'Rogue Strands' if you would. Somehow, they each broke off from their primary organism of origin and became separate entities, almost like cells splitting into two entirely new cells…"

"So these things are the scraps of something bigger?"

"And that's not even the most extraordinary thing." The older scientist continued, continuing to observe the red strands in one tube and the black strands in another. "...it seems that these two organisms have developed such a powerful bond with one another that they refuse to be separated. See how they keep trying to reach the other. It's as though they see themselves as each being one half of some kind of hybrid entity, even though they're separate organisms and again, parent and child. But they have a kind of symbiotic relationship, one that the human host serves as the third and final component of."

"And what about that human host anyway?" the younger man asked. "Isn't he being contained by us now?"

"So I heard. Not in this facility though. Wouldn't want to risk these symbiotes re-merging with him…"

"Oh, you won't need to worry about that." came another voice, one the two men both turned around to confront. They saw that it was SHIELD Agent Clay Quartermain.

"Just received orders from Director Stark, he wants these parasites delivered straight to his lab in New York City."

"I wasn't notified…"

"No, but _I_ was, and I'm the one telling you now: these samples are taking a trip to Stark Tower."

"I still kind of want to clear it with Director Stark, or at the very least Deputy Director Hill…"

"Is my authority not good enough for you?" Quartermain asked in a tested tone. In the face of this, the older scientist finally folded and said: "Alright fine, I'll take your word for it. But if I get in trouble for this sir, I'm blowing the whistle on _you_."

"Dully noted." Quartermain said before turning to the younger scientist and ordering him to transfer the symbiote strands to smaller containers for transport. The man complied and the red and black strands were each sucked out of their tubes and into smaller cylindrical shaped containers that were then placed in a locked metal briefcase. The younger scientist handed it to Quartermain, who nodded in approval. "Much appreciated." he said before taking the suitcase and turning heel. As he left, Quartermain ducked down one hall and then made his way into one of the few areas of the Helicarrier that was both empty and without security cameras. It also had no lights on, but "Quartermain" compensated by activating a flash-light and shining it on the man who was waiting for him in the shadows.

"I take it you have them?" Harry Osborn asked.

"Quartermain" nodded, and spoke in a Russian voice that was clearly not the SHIELD agent's: "Yes. For a moment I was afraid the fools would make me clear it with their higher-ups, but I was able to convince them not to."

"Excellent. Now it's time to depart with our prize."

"I expect my full pay." the Russian man demanded, as he did taking off what was in fact a mask meant to resemble Quartermain's face, a silver-white mask being worn underneath that to conceal whatever "true" face the Chameleon had.

"Not yet." Harry Osborn said. "I still have need for your services Chameleon. Once all is finished, _then_ you get your pay."

"Do not try to cheat me Osborn…"

"Or you'll do what pray tell? Kill me?" Harry smiled. "The Black Widow and her SHIELD dogs couldn't kill me. I'd love to see you try."

-X-

"Where is he? How is he doing?" Black Cat demanded as she burst into the room that was near the top of Spector Tower.

"He's going to be fine." Daredevil assured Black Cat, holding up his hands. "Night Nurse patched him up, and she's the best there is when it comes to getting us superheroes back on our feet."

"No kidding." Night Nurse admitted, walking in on the two. "Took the bullet out, gave him a blood transfusion, stitched him up, the whole nine yards. Considering I wasn't there the last time the two of you got banged up, it was the least I could do. All he needs now is some rest."

When Black Cat didn't respond to this, Daredevil said: "Don't worry about it. He and I have both taken much worse than this and walked away."

Black Cat nodded. "Good, good. When I heard he'd been shot I was so afraid…"

"I understand." Daredevil said, putting a hand on Black Cat's shoulder. "But there's nothing to be worried about. He's in good hands."

Black Cat smiled. "Thanks Daredevil." She paused for a moment before asking: "Can...can I see him?"

"That's up to the doctor to decide."

Night Nurse nodded. "Yes, you can see him. But remember: he needs to rest, so don't take too long."

Black Cat walked in to the next room where Spider-Man lay recuperating and saw that his costume had been taken off and now rested next to his bed as he lay there patched up. He looked a bit pale but otherwise well. Black Cat smiled upon seeing this, and Peter in turn smiled upon seeing her.

"Hey Cat."

"Hey Spider. You holding up?"

Peter nodded. "Yeah, this isn't too bad. I should be up and about fairly soon."

"I heard you got shot...you _never_ get shot."

"I know. It was a 'tracer round'. The one bullet even _I_ couldn't dodge. Figures right?"

"Who shot at you with one of those?"

"Deadpool."

"Deadpool?"

"Deadpool." Peter repeated. "Someone hired him to take me out. I didn't get a name though."

Black Cat shook her head. "Figures. Lucky him whoever it was. If you _had_ gotten a name, I'd have been paying him a little visit."

Peter couldn't help but chuckle. "Yeah, I can't say I envy the person who'd be facing _your_ wrath."

"Well, either way I'm glad you're alright Spider...you don't think whoever this was will send someone else do you?"

"I don't know." Peter admitted. "I guess I'll just have to take it as it comes though."

Black Cat bit her lip as Peter said this. "I don't want to lose you."

Peter paused as he heard this. He could hear concern in Black Cat's voice, something that she was not legendary for having. He could also see fear in her green eyes. She meant what she said.

"I'll be fine Felicia, I promise."

"Don't make a girl a promise if you know you can't keep it." Black Cat said. It was then that Daredevil walked in. "Sorry to interrupt, but I just got a call from one Phil Coulson. He's asking for you Miss Hardy."

Black Cat nodded before turning back to Peter. "Sorry Spider, I gotta go. My new boss is calling me back."

"You should go. I'll be fine here."

"Good to know…" Black Cat said softly before turning around and walking out. As she left, Daredevil spoke next to Peter: "So...everything alright between you two?"

"What's that supposed to mean?"

"I can read heartbeats remember? Hers was going pretty fast for someone just having a candid conversation."

"She was worried about me."

Daredevil shook his head. "No, it's not just that. That was the kind of heartbeat a person has when the way they feel for a person is so powerful it feels like they'll go mad if they don't have absolute assurance that the other person will be safe. The kind of heartbeat a person feels when they know they can't bear to be without someone else. I know that kind of heartbeat because it was my own when I lost Elektra."

"DD are you saying that…"

"Yes I am actually. I haven't forgotten our conversation over six months ago either. Guess you and her aren't 'just friends now' after all."

"She still loves me, you're right about that. But…" Peter paused before admitting solemnly: "...I don't know if I still love her or not, or if I do whether or not it can work again."

"I think you should give it a chance personally. Like I told you before, it does no good to just sit on your hands."

Peter sighed. "I know DD. I've put it off for so long too. For a lot of reasons actually. But of the three main women in my life she's the only one I still have a chance with and...I guess I do still care about her. A lot. But again, I just don't know if it can work out between us. And I don't want to go through the pain of a doomed relationship again. I've done that too many times now. I need to know it will work."

"There are no such assurances in life Peter." Daredevil pointed out. "You either risk it and see where you end up, or you choose to not take the dive, in which case nothing ventured nothing gained."

Peter sighed a second time. "Alright fine. I'll...talk to Felicia the next time I see her. Which, with any luck will be sooner rather than later."

"Well, considering that you just got a transfusion fit for a large horse or moose, I'd be taking a breather for a little while."

"I heal faster than most people." Peter said, unfazed.

Daredevil nodded. "That you do, but even you have your limits. Just rest for a little while. I promise it won't kill you. The rest of us can handle things out there, especially now that we've got a new member."

The new member in question was White Tiger, Angela del Toro. She had joined the Marvel Knights a couple months ago and had clearly been going out of her way to please her teammates and win their approval. Daredevil was the one who had advocated her inclusion, Moon Knight chose to roll with it, and thus the team got a sixth member. Combat wise, she lacked the skills of any of the others, but she could still handle herself pretty well in a fight, and seemed to have some level of superhuman physicality, if not quite up to Spider-Man's own. Still, every little bit helped as far as new members went.

Remembering White Tiger and in particular how Daredevil had been the one to recommend bringing her on, and also the Man Without Fear's own romance advice to Spider-Man, he couldn't help but wonder if…

Peter shook his head. Certainly not. Daredevil had made it pretty clear to Peter that he was done with romance, and even if he'd changed his mind on that front it was not Peter's place to ask. He had his private life, Daredevil had his.

"You take care of yourself alright? You're a good man Peter, but you're still a bit overeager sometimes."

"This coming from the man who charges into battle in bright red."

"So do you remember?"

Peter chuckled. "The difference is I can dodge bullets."

"Except the one that landed you here."

Peter burst out laughing. "Touche."

-X-

When Black Cat returned to the SHIELD helicarrier, she did not see any sign of Phil Coulson, and thus chose to busy herself by working out in one of the facility's many gyms, also choosing to do so outside of her costume so as to keep her body in shape without the aid of the Tinkerer's stat-boosting suit. Little did she know though that as she continued to work out she was watched from behind a one-way glass wall by a couple different members of SHIELD, including it's second-in-command.

"I still can't believe you decided to recruit her." the one SHIELD agent muttered as he continued to watch Black Cat exercise from behind the one-way glass wall.

It was Maria Hill who spoke before Coulson could: "Miss Hardy may have a criminal record, but she also received a pardon from the NYPD after the gang war in '07. Besides that she's never harmed anyone who didn't deserve it and has never directly allied herself with any criminal organization. To put it simply she's a free agent and one of the best at what she does. Besides that recent intel suggests she has also stopped stealing in recent years, and seems to be making a serious push to be more of a traditional "superhero". Yes, I used the term."

The one SHIELD agent looked at Phil Coulson quizzically, at which point Maria Hill said with a frown: "Look, here's the bottom line: SHIELD is an intelligence organization and we may be keeping the world safe but we're not a church choir. If Black Cat's skill set is useful for a given mission (and all things considered it probably is) then I think Agent Coulson made a solid call bringing her on board to work for us…so long as her hourly rate doesn't exceed the agency's budget that is. Her profile shows she has very...expensive tastes..."

"Let me worry about Miss Hardy." Phil Coulson said simply. "I can assure you there won't be any trouble."

"See to it that there isn't Coulson." Maria Hill warned. Coulson nodded and Maria Hill and her aide turned around and walked off. As they did, Coulson opened the door to the room Black Cat was working out in. Upon seeing him, she ceased in her gymnastics and approached him.

"Hey 'Agent'."

Phil Coulson raised an eyebrow. "Excuse me?"

"Well that his your first name isn't it? Agent Coulson."

Phil Coulson smiled. "No, it's really not. Anyway, I was hoping to get to talk to you."

"Alright, about what?"

"You. I wanted to touch base with you regarding your time here. You've been doing well with the missions you've been assigned thus far, but they've also pertained primarily to stealth, infiltration, and theft."

Black Cat nodded. "Yeah, I noticed that myself. Haven't been doing that much fighting lately. You afraid this little kitty doesn't have sharp enough claws?"

"That's exactly what we're trying to determine here. SHIELD's got some knowledge of what you're capable of but frankly not as much as we'd like. We would now like to evaluate your full abilities, not just your talents of taking things from fancy vaults. That includes your combat skills."

Black Cat smiled. "You want to see me fight? Fine by me. What am I going up against?"

"Nothing too serious. To start we'll see how you do against one of our agents. If all goes well, we'll rack it up."

Black Cat's smile grew wider and her green eyes lit up with excitement and just a bit of mischievousness. "One agent? If you say so."

For her sparring sessions Black Cat was placed in a training room on the helicarrier that would put the average workout center and gym in New York to shame. The place was stocked with everything for any kind of workout anyone could ever want, ranging from handlebars to weights to pulleys to even a track with obstacles for running.

For her part Felicia was in the dojo portion, and wearing nothing but a standard SHIELD uniform along with her opponent. It was unfortunate because her catsuit suit made by the Tinkerer that she'd now been wearing for the last few years made her considerably more than human. But of course with that and the accompanying gadgets and weapons she carried the upcoming fight wouldn't be fair.

Not that it wasn't already lopsided to begin with.

The second the bell rang Felicia surprised her opponent with just how much she knew of hand to hand fighting. Clearly he was expecting someone who was in over their head and relied on gadgets and trickery to win the day for her. But that had never been all Felicia was capable of, even back during her most inexperienced days. No, she knew how to fight. And she'd already trained with the best.

To his credit Felicia's opponent didn't fall for the same kind of obvious attacks most street toughs and hoodlums succumbed to, but Felicia in turn didn't make it any easier on him. Casually evading every retaliatory attack her opponent sent her way, Felicia quickly deduced that he used a traditional US military and navy fighting style and adjusted her own strategy accordingly; parrying his strikes and replying with blows that came in hard and fast. It helped that she was naturally quick on her feet as well as quick-thinking, and could gauge his movements and body language to know what he was doing a split second before he did it, a nice little trick taught to her by Shang-Chi that, while not infallible, did make hand-to-hand fights a lot easier for her.

Soon Felicia's opponent was down for the count. A watching Phil Coulson's face took on an expression that did well to show how impressed he was, accompanied in this respect by his nod of approval. "Alright, good. Now let's see how well you do with tougher odds. It seems too uncreative to just make it two agents. How does say...three sound?"

Felicia smiled. "Come on, that's no fun. Make it _four._"

"Done." Coulson said, before motioning for four more SHIELD agents to file into the room. Felicia prepared herself, remembered all of the training that had been imparted to her by Shang-Chi and the Taskmaster, and weaved out of the way of each hit as it came.

Dodging each strike with her remarkable agility and replying with blows that struck with far more force than would be expected from a young woman of her stature, Felicia was reminded of her training sessions with the Taskmaster and the largely witless idiots he would pit against her as training dummies. These SHIELD agents weren't quite as inept, but even so Felicia judged each of them to be worth no more than a few common street thugs each.

As the last of the agents fell to a sweeping kick followed by a solid punch to his jawline, Phil Coulson shook his head. "That was hard to watch." he noted, though his tone didn't suggest he was all that broken up. "Four trained hand-to-hand fighters with military and black ops knowledge reduced to that. Breaks the heart."

"I'm sure you'll get over it." Felicia said, smiling proudly at her triumph.

"Probably." Coulson admitted. "So what now? Do you want me to keep sending more agents in here for you to beat up? Or do you want to move on to something a bit different?"

Felicia seemed to consider this for a moment before adding: "Well, I think those four together made me break a sweat. Maybe if you sent twice as many you might actually see me go down."

Phil Coulson raised an eyebrow. "Is that a challenge Miss Hardy?"

Felicia's smile grew wider. "Yes, I'd say it is. Time to see if the training was really worth the mint I spent on it."

And so it was that Felicia Hardy came to face down eight SHIELD agents at once. Against any normal person, or even a person with above average fighting ability, eight trained military fighters would be more than enough to overwhelm one opponent. More than enough to surround, restrain, and pummel the opponent into submission.

But Felicia Hardy, with or without her costume and toys, was not in any sense an ordinary woman. She resented the very idea of being ordinary. In that respect she had not changed at all, and never would. Felicia was the kind of person who would go out of her way to excel in everything, and that included in physical arenas. In school she was the pride and joy of her gymnastics team, and now her agility had only increased. She could dance around the punches of these men who charged her, evading just long enough to strike them with enough force to knock them down or backwards.

Strength. That was another thing. Years of lifting weights and being pushed to and past her breaking point by the aptly-named Taskmaster's ruthless training regimen ensured that she could strike with more force than most women (and a fair number of men for that matter) could ever dream of. Enough to ensure that each of the eight men she struck would feel the pain of the blows. Enough that each of them could only take a few hits before they went down, and so they did not last long enough to gang up on her as they would if it was truly an ordinary, or even better than ordinary, person they faced. No, Felicia was extraordinary.

Again one of the agents tried to grab her from behind. This time he succeeded. Felicia drove her foot into his shin, and then elbowed him in the side while simultaneously launching her legs forward and kicking another agent who ran at her in the face with both feet. That dropped him. Grabbing her last opponent by the head, she kneed him in the face, and he went down too.

Again, Felicia turned to Phil Coulson: "Well? Did I hit a new record for most meatheads taken out in one sitting?"

Phil Coulson shook his head. "Nope, sorry I'm afraid the record has not been broken. Someone else scored higher."

Felicia put a hand on her hip and raised an eyebrow. "Who?"

"Captain America."

"Figures. How many of these guys did he manage to beat?"

Coulson smiled. "All of them."

-X-

Following his loss of the symbiote strands, Ryan had been confined to a SHIELD detainment facility along with several other recently defeated supervillains, a great many of which had also been in Harry Osborn's employ and consequentially had ended up recaptured around the same time of Ryan's own defeat.

In the cell next to Ryan there was Electro, kept in a containment suit as he had been before and with his cell's interior being completely rubber besides so that even if by some miracle he broke out of his containment suit and rubber and plastic restraints, he would be helpless to get out of the cell itself.

The cell that was adjacent to the other end of Ryan's was where the lumbering beast known as the Rhino was kept. Both villain's escapes from Ravencroft during Carnage's rampage had caused SHIELD to decide that the institute was not even remotely fit to keep them contained, and that only they could adequately imprison such criminals. That there had been a massive supervillain break-out from a SHIELD prison a few years back was something they conveniently neglected to acknowledge or remember.

For his part, Rhino's cell was one that could never hope to hold someone of his strength on it's own, but as was the case with his Ravencroft cell gas-dispensers were cued to activate and unleash knock-out gas the minute Rhino tried to take out the door or any of the walls. SHIELD hadn't seen much reason to change the cell layout, as it had been Electro and Carnage's intervention that had seen Rhino freed from his cell at Ravencroft over half a year ago. So long as that didn't happen, Rhino's cell would suffice to keep him from causing anymore trouble anytime soon.

And then of course there were the cells opposite the row where Ryan, Electro, and Rhino were kept. Most were villains Ryan would not have known by anything more substantial than reputation and a bit of hearsay. One such cell featured recurring Fantastic Four antagonist Ulysses Klaw, a character whose being made of sound ensured that he'd been all but impossible to contain over the years. It seemed that at long last SHIELD with help from Reed Richards himself had managed to find a cell that successfully contained him, being soundproof and also air-tight to ensure that he could not escape through any small cracks or openings. Klaw's suffocating was not a concern, as he was again comprised almost entirely of sound and thus had no need to breath. In another cell on the opposite row was the Grim Reaper, a long-time foe of the Avengers due to his being one of Hydra's top agents. His brother was an actor who had died at the hands of MODOK, so it went.

Of course, Ryan did not care about any of these other imprisoned supervillains, largely due to the fact that Ryan did not tend to care about anyone except Ryan. Nothing that is, save for one other thing that held a very special place in the hole where his heart was supposed to be; power. Namely the power of the rogue fragments of the Venom and Carnage symbiotes that had combined to turn him into an entity with the best of what both symbiotes had to offer. A being powerful enough to overcome the likes of Black Cat, Spider-Man, and even Venom.

_I must have the power back._ Ryan repeated to himself again, the same sentence playing in his mind over and over. _I must have the power._ _I **need** the power._" Then, he screamed out loud: "**_Give me the power!_**"

But his cries fell on deaf ears as usual. Or rather, they would have, had the SHIELD prison not then gotten some...visitors.

It began with the doors to the cells opening. No sooner had they did the Rhino waste absolutely no time charging out of his cell and right into the hallway. Other villains followed suit, including Grim Reaper, Ulysses Klaw (who wasted no time escaping in the form of moving soundwaves), and several others. Some villains though were kept in such restraints that they could not move even with their cell doors open, Electro being one of them.

By this point, alarms were blaring, but Ryan for one was deaf to their sound. Instead, his ears picked up a much fainter sound, one that also had with it a feeling of intimate familiarity. He recognized it immediately.

Ryan smiled as his eyes lit up with manic excitement. It was in many respects akin to when Cletus Kassady had been reunited with the Carnage symbiote over half a year before, but of course Ryan had not been there then to see it. Suffice to say, he could understand Kassady's longing now that he was the recipient of a symbiote's power, or _symbiotes_ as it were.

Once the rogue symbiote strands were done re-merging with Ryan and Hybrid was reborn, he let out a shriek of pleasure before effortlessly punching down the metal door that had kept him contained, his fists colliding with it and bending it without incident. Clearly they had put little effort into designing his prison cell, so confident were they that he would never be reunited with his rogue symbiotes ever again.

_Their mistake._

As Hybrid emerged from his cell, he turned to see several rows of SHIELD security forces charging towards him and the other freed villains, all of them armed with a broad assortment of weapons that went far beyond basic firearms. But they never got the chance to use any of them.

Hitting them from the rear, several explosions blasted the SHIELD forces to the sides or else into the air. Looking up, Hybrid and the other villains could see soaring through the air two figures that unleashed additional weapons on the remaining SHIELD forces, blowing them away with either small missiles, hand grenades, or Hybrid pleasantly noticed, pumpkin bombs. Then, the two villains ceased in their assault and hovered in mid-air over the other supervillains who they had helped to liberate.

The first of the two men stood atop a new goblin glider and Hybrid realized it was Harry Osborn despite the green metallic mask he wore over his face, with opaque black lenses covering his eyes. Over the rest of his body he wore a black bodysuit with green straps on the chest, and coming out of one of his arms were some hooked blades. He wore a green belt that included a holster for a handgun and a sheath for a knife, and over his back was a scabbard that held a sword, the same sword he had used against Spider-Man during their battle on the George Washington bridge six months ago.

The other man was dressed in a suit of crimson and silver powered armor stylized to resemble an insect carapace, with two-toed boots, neon-green wings attached to a jet-pack that allowed the man flight, and an insectoid looking helmet of the same silver and red color scheme covering his face. From his appearance, Hybrid assumed him to be the Beetle, one of the few villains Harry and the Hobgoblin had employed in their last crusade against Spider-Man that had not been arrested. Evidently he was still in Harry's service, same as Hybrid.

"Like the new look boss." the symbiote villain said as he turned his gaze back to Harry. Harry nodded wordlessly before turning to face him. "Go into Electro's cell. Destroy his restraints."

Hybrid nodded wordlessly and went into Electro's rubber cell. The restraints crushed like paper in Hybrid's large clawed hands. No sooner was he freed did Electro stumble forwards, falling to his knees as he struggled to regain his composure. Hybrid tore his containment suit right off, and the instant he was free of it Electro unleashed a powerful electrical surge, one that blasted Hybrid backwards and sent bolts of electricity arcing in all directions. As Electro struggled to reign his power back in, he turned to Harry, who continued to hover just above the ground on his new glider.

"And who are you supposed to be?" Electro demanded.

"I was the Hobgoblin." Harry replied simply. "One of them anyway. Now you might say I'm a _New_ Golin. I employed you in my crusade against Spider-Man six months ago, and now I intend to employ you once again, this time for a different task."

"And what's that?"

"Well for starters, I want you to cause a power-shortage of this place. And be quick about it. SHIELD will have sent reinforcements by now, or worse, the Avengers. We need to move."

"Why should I listen to _you_?" Electro demanded.

A powerful jet of water struck Electro square in the chest. The villain howled in pain as he felt himself be short-circuited, his insides flaring up and his head becoming dizzy as stars covered his vision. Gasping as the water-jet continued to strike him, Electro fell to his knees.

"That was a blast of highly pressurized water. The kind they use to cut through steel. And if you defy me again, I'll hit you with another one."

Electro muttered a curse but nevertheless consented and after getting back to his feet unleashed electrical blasts into all of the different cells, short-circuiting whatever specialized measures each one had. As a result of this any of the villains kept contained via specialized restraints were now free once more. New Goblin though, had interest only in two, and beckoned for Hybrid to cut off Rhino's would-be escape while the Beetle headed off Grim Reaper.

"Hold it. Boss wants a word."

In the face of the armored villain's heading him off, Grim Reaper turned to New Goblin and frowned. "What's this about?"

"Nothing really. Just that when you escape from here, be sure to let your superiors know who it was that broke you free. I have plans for your masters, and I expect a good word to be put in for me."

Grim Reaper paused to consider this for a moment before nodding. "Fine, I'll let them know it was you. But what business do you have with Hydra anyway?"

New Goblin allowed for the slightest of smiles behind his mask. "Oh, you'll see." He then turned to the Rhino. "O'hirn. As with Electro I have need of your services once again. Cooperate, and Hybrid won't have to put you on your ass."

Rhino grumbled but nevertheless did not resist or protest. Whether it was because he was for once smart enough to recognize when he was outmatched, or simply because he reasoned that he would be escaping from his prison regardless was something New Goblin didn't know, nor did he particularly care to know.

As it was, the group of villains soon got company from more new arrivals, these ones being solely SHIELD security. New Goblin and his inside man had gone to the trouble of knocking out the prison's communications along with opening the cell doors, but he knew it was only a matter of time before they got them back on, at which point they'd be calling in reinforcements beyond what even New Goblin and his collection of associates could hope to overcome.

But this prison security? _They_ were nothing but fodder.

Beetle was first to strike, flying in before taking aim at the group of gunmen that were rushing in. A small rocket shot out of one of his wrist-launchers before colliding with the ground near the gunmen's feet. An explosion sprang forth that blasted the men backwards or else to the sides.

New Goblin followed this up with pumpkin bombs that generated a similar effect, while Electro unleashed blasts of lightning. Between the three of them the gunmen were decimated in short order. Once they fell, New Goblin turned to his collection of liberated rogues.

"Rhino, Electro, Beetle; get us out of here."

The three villains complied and took to conjoining their respective powers to bring down the walls of the prison complex, soon assisted in these endeavors by New Goblin himself and also Hybrid. Layers upon layers of reinforced steel they might have been, but ultimately they couldn't do a thing against the combined might of high-powered blasts of electricity, grenades, pumpkin bombs, missiles, and the punches of one brute who could lift 70 tons and another who could lift an excess of that. The resulting cacophony of noise only served to further invigorate the group of villains, who became increasingly relentless in their assaults.

Reinforcements did indeed arrive, but they trickled in in too small a number, and the grouping of villains tore through them with the same brutal ease they went through they many walls of the prison complex. New Goblin smiled behind his mask at the ease of the break-out. Really he had expected better from SHIELD, but it seems that even they were vulnerable to complacency and with it, laxness. And with no Avengers to come to their rescue, the SHIELD forces stood little chance on their own.

_Just as well though. _New Goblin thought._ I'm not keen on taking on the Avengers with **this** collection of lowlives. No, for the Earth's Mightiest Heroes I have something grander in mind…"_

Meanwhile Chameleon's continuing to tamper with the prison's defenses wound up making the escape even easier, New Goblin pleased that his infiltration of the prison had been so successful. The master of disguise had proven to be a most useful asset indeed, well worth every last cent of the promised reward New Goblin never intended to actually give him.

_He'll serve me quite well for my next plan._ New Goblin thought as the villains finally escaped the prison complex in full. _Oh yes, he'll serve me well…_

-X-

_It was back in his apartment. Not the nice, new apartment he'd been living in for the last couple of years, rather the crummy run-down old one from his college years. The one that was a dull and unassuming brown every inch of the way, from walls to ceiling to floor. The floor. The floor with the boards that creaked at the slightest tip-toe. And all of this was to say nothing for the smell._

_Why am I here again? Peter thought. "Why did I have to come back to his crappy pl-"_

_There was a knock on his door. At first he thought it might be his cantankerous and misanthropic landlady, but she had always yelled while knocking. And this knock did not sound like her knock either. It sounded just a bit lighter, more graceful, if such a thing existed at all._

_He opened the door and saw on the other end...the Black Cat, in her older costume with the white gloves and boots adorned with white fur that also lined the sides of her catsuit's torso like a magnificent collar. Her red lips formed into a smile as Peter beheld her, eyes widening in surprise as he did._

_"Face it tiger." she purred in the most arousing of tones. "...you just hit the jackpot."_

Peter shot upwards with a gasp from his dream, moving with such speed, force, and intensity he could have sworn he was in the middle of another fight. In a way he was, albeit an emotional one rather than a battle of punches and webs. Seeing Black Cat speaking Mary Jane's greeting to him was not exactly a pleasant dream, and it only served to remind him of just how conflicted his feelings regarding the sultry cat burglar turned hero were. His attraction to her seemed to be becoming more powerful by the day judging by how he now saw her in Mary Jane's role, but what did _that_ tell him in turn? That she was just a replacement for Mary Jane? Peter shook his head. That wouldn't do. If he was to let Felicia back into his life as a lover, it would not be solely for the sake of replacing Mary Jane, just as his taking her in the first time had not been a mere attempt to replace Gwen. He would love her for the sake of loving her, nothing less.

_Still don't know if it could work out though…_ Peter thought. _I need her to love the man as much as the spider._

-X-

Following the mass break out, New Goblin led his new cadre of villains through the sewers, something most of the party complained about to no end, which in turn made New Goblin scowl contemptuously behind his mask. He'd have considered ordering Hybrid to break their necks if he didn't feel their services were useful to his cause.

At long last, the group came upon a massive door at the end of a long series of winding, snaking tunnels in the sewers. The set-up was such that one would never be able to find the place New Goblin had led them to unless they already knew where it was, and even if by chance someone did find the place, to an observer it would appear to be a dead-end. No one would know that the apparent wall was a secret door.

With the press of a button on a small silver device no longer than his finger New Goblin caused the seeming dead-end to slide back and reveal a maw of darkness. New Goblin walked in first, followed by the ever-obedient Hybrid. The other villains looked at one another hesitantly before nevertheless deciding to move in after him.

Once all of the villains were inside, the lights came back on, revealing the entirety of New Goblin's hidden bunker and lab. Every inch of the place it seemed, was filled with something or another. Pumpkin bombs and razor bats seemed to be present in limitless amounts on tables, glass shelves, even the dinted silver-gray floor. Other weapons and gadgets that were less easy to identify were also everywhere, some of them complete, others considerably less so. A copy of the original Green Goblin's glider was propped up, alongside the Hobgoblin's. The original Green Goblin and Hobgoblin costumes also were framed side-by-side, each behind a wall of bullet-proof glass. Next to them was the masks for the two costumes kept in display cases, and next to that a harness from which spilled four snake-like, silver-gray metal appendages that each ended in pincers. Opposite that was a wall of guns with ammunition for all of them on a table in front of the gun-rack. Deposits of rare Vibranium could be found, along with Trinium, Carbonadium, and other precious metals. Most eye-catching of all were the row of medium sized vats that each contained a twisting, convulsing slimy organism that Hybrid for one noted were a lot like his symbiotes. He could feel their call too, and realized that that was what they were, which in turn made him wonder where New Goblin had found them.

And all of this was to say nothing for the computers and monitors. The entire back wall was covered in them down to the last centimeter. Data and images were proudly displayed on all of them, all of them together giving off such light that the overhead lights were hardly needed to provide illumination. What each of them contained specifically was something none of New Goblin's "guests" were inclined to pay attention to, but they could still clearly see and appreciate the sheer scope of what New Goblin's base of operations had to offer.

"And to think this isn't even my original lab." New Goblin remarked off-handedly as the other villains continued to marvel at the place. "...Oh no. This is a safehouse. A place I and my father before me could flee to if all else failed and our facilities were compromised. With Oscorp no longer under my direct control and my assets frozen, _this_ is where I must conduct business. Fortunately, all that I require is down here or else was moved here from other facilities before the feds or those SHIELD imbeciles could get to them. All that I need to realize my ultimate ambitions is here. My war-room if you're feeling poetic."

"And what do your 'grand ambitions' have to do with us?" Electro demanded. "You planning to take another shot at Spider-Man or something?"

New Goblin chuckled. "Oh, all in good time. But the wall-crawler is no longer my primary objective. Oh no. I'm thinking bigger now. **_Much_ **bigger. Bigger than any Osborn, including my father, could ever hope or afford to think."

"Just how big are we talking?" Electro asked skeptically.

"_Big._" came Vulture's voice, which prompted Electro to turn to face it. The elderly villain made his presence known at that moment, and he was not alone. With him where Hobgoblin, Chameleon, and the recently liberated Jack O'Lantern and Boomerang, their costumes and arsenals returned or restored to them along with their freedom.

Vulture continued: "The younger Osborn has ambition, I'll give him that. He even went to the trouble of getting all of us back together."

"Except for Shocker and Scorpion yes. Our alliance from over half a year ago may have failed, but now I intend to aim for a much grander and sweeter prize than simple revenge, though that will also come in time. I'm aiming for power beyond my father's wildest dreams."

"What kind of power?"

New Goblin turned to face Electro directly: "Why, the entire free world of course."

"What?"

"You heard me. The free world. The United States under the Osborn name. Serve me well, and you and your fellow troglodytes here will all get a piece of the pie."

"You're crazy."

"Don't be so quick to bow out. I'm giving you the chance to grow bigger than anything you've been previously. Stand with me and we will win."

"If we don't?"

"Then you'll all go back to being B-listers at best with only a constant string of disappointments and repeated defeats at Spider-Man's hands to show for your many years of running around terrorizing the people of New York. I offer something greater than that. And all it takes is one shake of the hand." New Goblin extended his to illustrate his point. "And don't worry about shocking me. Glove's insulated. Unless of course you want to kill me?" New Goblin smiled behind his green mask.

Electro seemed to hesitate for a moment, but then, much like Vulture before him had, he relented and chose to make the Faustian pact. "When do we start?" he asked.

"Right now."

**Author's Note: I'm not gonna lie: I included that fight scene with Black Cat mostly as an excuse to show off her fighting skills. Was fun to right though, and besides, I gotta give my girl some credibility as a fighter.**

**And now for your regularly scheduled trivia:**

**1. Clay Quartermain is an actual SHIELD agent in the comics who first appeared in Strange Tales Issue 167 in 1963. He typically features in Hulk-related stories, a theme that was continued in his appearances in Avengers Earth's Mightiest Heroes.**

**2. Night Nurse is basically a doctor/medic for superheroes. As goofy as that premise may sound, it actually does make a lot of sense when you think about it. Superheroes need someone to patch them up after all of those brutal, bone-breaking battles they get into. And for the ones who have secret identities they could really use someone who helps them without unmasking them to the press and police. So therefore I decided to include Night Nurse in my Marvel Universe. The version I'm using here is Linda Carter, the "main" Night Nurse from 616 (there are three of them in mainstream continuity). She first appeared in 1961, but her first appearance as Night Nurse was in 1972.**

**3. White Tiger is an actual superhero in Marvel, and in fact the name has been held by several different characters. The Angela Del Toro White Tiger mentioned here first appeared in Daredevil Issue 38 in 2002 and was an FBI agent prior to becoming a superhero. She was killed by Lady Bullseye and then resurrected by the Hand into a villain. After the events of Shadowland, she gave the White Tiger mantle to Ava Ayala.**

**4. Ulysses Klaw, Grim Reaper, and MODOK are Marvel villains who first appeared (respectively) in Fantastic Four Issue 53 in 1966, Avengers Issue 52, and Tales of Suspense Issue 93. The former is as much a Black Panther villain as he is a Fantastic Four one, being the man who killed T'challa's father in the comics. In Avengers Earth's Mightiest Heroes he was voiced by the one and only Mark Hamill. As for Grim Reaper, he shared a voice actor with Steven Hackett of Mass Effect fame in that same show, and is also the brother of my least favorite Avenger ever, Wonder Man. Like in the EMH cartoon, my version of him here is a Hydra lieutenant. MODOK is the leader of AIM (Advanced Idea Mechanics) and like Grim Reaper is chiefly an Avenger's villain, with Captain America being the Avenger he tussles with the most often. He is a recurring foe in the rather mediocre Avengers Assemble cartoon.**

**And yes, Harry's Spider-Man 3 costume and glider exist in my Marvel Universe. I liked the New Goblin costume. I thought it was cool. Thus, I included it here.**


	8. Revenge

Chapter 8: Revenge

"Is everything in place?"

Hobgoblin nodded. "Yes. Vulture and Hybrid are off recruiting the names on your list as we speak, and Chameleon and the Sinister Syndicate are on stand-by awaiting your orders."

New Goblin nodded. "Good, good. Both will serve well for the next big phase of my plan, though in the case of the Syndicate there is one last member we need to recruit. His skill-set will be useful to us."

"Beetle and Jack O'Lantern already went after him." Hobgoblin said before adding more reluctantly: "Pumpkin-Head still hates my guts you know. It's a pain in the ass just trying to talk to the guy, never mind work with him. I think he still sees me as a rival somehow."

"I don't really care _what_ he thinks to be honest." New Goblin said coldly. "I employ him because he's useful to me, just as my father employed him before me. And he gets his team back, so I see no reason for him to complain about his current lot." New Goblin then turned back to the vial he held in his black gloved hand, the one he'd been staring intently at before Hobgoblin approached him..

"What is that anyway?" the other villain asked.

New Goblin smiled. "You remember that Lizard DNA I took the liberty of...'repossessing' from Doctor Curt Connors? Well, among the many other uses I found for it, I wondered what might happen if I were to try...mixing it, with something else. Some other kind of special serum. And see what came of it."

"What are you talking about?"

"The Goblin serum you dolt." Harry responded. "I chose to mix some of the Lizard DNA formula Connors so generously conceived and then locked away where I could steal it, with the same serum that runs in my veins right now, as well as yours and my father's. I took these two serums and from them created a new concoction. One that from which I hope to create a new, exceptionally powerful kind of soldier. The ultimate super-soldier and enforcer; all brawn and no brains. Perfect for ordering around and getting to do my dirty work."

"And that's what you plan to do with your special serum I take it?"

"Of course it is. Once I inject this into an appropriate test subject, I'll have a new toy to play with. Something to send after Spider-Man and his friends perhaps as a way of letting them know I'm back for more."

"Wonder what it will look like."

"I thought about that myself. I'd imagine it would come out looking much the way Connors did after he took _his_ concoction. Probably a bit different too though. More..._goblin_."

"Any ideas on who you'll give it to?"

Harry smiled. "As a matter of fact I do. A certain someone who's close to Peter Parker but not too close. The perfect sacrificial lamb."

-X-

"...catch another episode of the _Ultimate Spider-Man_! Only on Disney channel!"

Looking at the advertisement for the Spider-Man cartoon that had been on for the last couple years, the real Peter Parker couldn't help but shake his head. Never mind that his life as depicted in the (in his mind poorly animated) cartoon didn't resemble his actual one all that much, him as an Agent of SHIELD alongside a teenage Iron Fist and Luke Cage didn't exactly strike him as all that faithful to his actual adventures, or to who he was as a person for that matter. And what was up with all of the chibi stuff?

_Of all the different ways people have shamelessly tried to cash in on my image. Without my permission I might add._

Walking past the advertisement and lamenting how he had no legal recourse to stop such self-parodic drivel being made of him, Peter decided to go back to Horizon Labs and resume his personal projects there. Truth be told this was just one of many moments where he found work in his own private lab to be more productive and fun than his break-time.

_Why can't they air that **other** Spider-Man cartoon?_ Peter thought sadly. _The one they cancelled after just two seasons…?_

-X-

There was a knock on Bart Hamilton's door. This surprised him, as it was not a day when he had any patients visiting, at least not so late in the day. Curious then as to who it might be, Bart Hamilton was a bit more cautious as he walked over to the door and opened it. On the other end was a sullen-looking man with brown hair that was a bit unkempt. Past his tired demeanor though there was a look of something else, something that then carried over to his posture. There was something about this man that struck Bart Hamilton, who as a therapist was good at reading people, as being almost...feral. _Ruthless_.

"Can I...help you sir?" Bart Hamilton asked in a cautious tone. He hadn't thought to ask the man's name, and by the time he remembered that he'd seen this face on the news it was already too late.

The man's lips formed into a smile, nay, a smirk. His eyes seemed to flash with a kind of glee, a manic glee that was not joyous but cruel. It was not a happy face he gave to Bart Hamilton in response to this question. No, it was an evil one.

"As a matter of fact you can." Harry Osborn said before he moved with a kind of speed no normal human had or could match and injected Bart Hamilton with a silver-steel gray vial's contents. Next thing Bart Hamilton knew he was on the ground convulsing violently.

"Oh don't worry, that pain will subside soon. Then the_ real_ fun begins."

Bart Hamilton roared in pain as his body continued to convulse as well as transform before Harry Osborn's eyes, growing to over twice it's original size as his fingers and toes transformed into large blackened claws. His skin changed as well, becoming a forest green and with an ever-so-slightly frilled spine appearing on his back. When he blinked and then opened his eyes once more, Bart Hamilton's eyes had been replaced with cold reptilian eyes.

Keeping up his cruel smile, Harry said simply: "Now then my Green Goblin: let's go catch a spider."

-X-

Having been forced to sit around recovering for the better part of a week now, Peter was eager to experience that old, intimately familiar feeling of swinging through the air again. Working at Horizon Labs might be more and more looking more like play than work, but even so, there really was no substitute for being Spider-Man.

But as it was Spider-Man's first web-swing in a couple days didn't go uninterrupted for long. Next thing Spider-Man knew his spider-sense buzzed and the world slowed down for a brief moment before he realized he needed to move out of the way to avoid something that was coming towards him fast. Breaking off from his web swing and spinning in the air to avoid the blur that was coming towards him with an uppercut with his name on it, Spider-Man just barely evaded succeeded. But that didn't mean he was out of danger. Quite the contrary, the black clad figure changed directions rapidly via what Spider-Man recognized as a vehicle akin to a Goblin Glider. That in turn told him who his pursuer most likely was, but Spider-Man couldn't afford to think about that right now. Not when he was in the middle of a fight with someone who was his equal.

Swinging through the city with his foe in hot pursuit, Spider-Man made use of every web-swinging trick and maneuver he knew to put distance between him and this latest Goblin, and with any luck, lose him.

His ears again picked up the sound of the glider's thrusters burning and roaring as the vehicle went faster and faster to reach him. Apparently luck wasn't on his side today. Continuing to swing through the city as fast as he could, Spider-Man periodically looked over his shoulder to see where his foe was in relation to him, and also if he was preparing any kind of attack. As it was he did do quite a bit of the latter, with Spider-Man always moving his body one way or another to make sure he wasn't knocked right out of the sky or else blown away by his foe's plethora of pumpkin bombs, laser beams, and razor bats.

Then, Spider-Man's spider-sense buzzed again, and this time the danger came from a different direction. Turning to face the source of it, Spider-Man saw a massive green form sailing towards him. Spider-Man tried to move out of the way, but for once he was too slow. The creature grabbed one of his feet as he tried to leap over it's head. With a roar the beast hurled Spider-Man forwards, the hero going sailing through the air for a moment before managing to recover by sticking himself to a nearby wall. Looking down, he could see that his attacker was now on the ground, but given how far it had leaped Spider-Man figured it could come up and attack him again if it really wanted to.

The creature in question was massive, easily as big as the Lizard had been, if not even larger. Indeed, the creature had even more pronounced muscles and an impressive body mass. It's hands and feet both ended in claws and it's skin was a forest green. Some horns seemed to adorn it's head like a kind of brutal "crown", and Spider-Man thought he could see more spikes on the monster's back. When it roared, it showed quite clearly a set of fangs that easily rivaled those of the Lizard and Venom. In fact in all this creature felt a bit too much like the Lizard for Spider-Man's liking.

_Great, first Iguana and now this. How many Dollar-Store versions of the Lizard do I have to beat up?_

By this point, the man on the glider had reached Spider-Man's position, but rather than hurl more projectiles at him, he instead lowered his glider enough that he was face-to-face with Spider-Man. He raised up a black gloved hand as an indication for the monster to stay where it was, confirming to Spider-Man that the two were connected. Then the man's green mask retracted, revealing the face of...

"_Harry._"

"Hello again Peter." Harry's greeting was deceptively cordial. "You're not really surprised to see me again are you? You should have known I wouldn't stop coming back until I'd succeeded in my efforts against you."

"It was you...you sent the Iguana after me didn't you? And stole Connor's Lizard DNA formula before that! That's what that thing down there is isn't it? Another monster you've made with Connor's work!"

Harry smiled. "I'm impressed Peter. You actually figured it out all by yourself. And here I was beginning to think that the great science nerd had…lost his touch. But yes, that new Green Goblin you see down there is my own creation. A little something I got from mixing Connor's Lizard-serum with my own Goblin-serum and seeing what came of it. Impressive no?"

"You...you injected someone with it didn't you. **_Who!?_**"

"Bart Hamilton was his name." Harry said matter-of-factly. "Not anymore though of course. Now he's the Green Goblin. Or _a_ Green Goblin at any rate."

"You turned my therapist into…" Spider-Man felt the strong urge to punch his former friend in the face as hard as he could. "...you monster. Why did you do it?"

"Spite." Harry said, his tone again matter-of-fact, completely devoid of emotion of empathy. "Spite against you _Spider-Man_, for reasons I already elucidated the last time we fought."

"You hired Deadpool too didn't you?"

Harry's smile widened and the expression in his eyes became a teasing one. "Perhaps. But why be so quick to assume that _I_ hired the mercenary? As I'm sure you're aware by now, you have quite a few different enemies out there, some of them in very high places (but you didn't hear that from me)."

"Why continue this Harry?" Spider-Man demanded. "You know who I am, why not just expose me?"

"Well, any accusation against you by me would likely prompt SHIELD to go after me, and I don't want that. I suppose I could expose you anonymously, but where's the fun in that? Besides, I find myself wondering just how long they could keep you locked up all things considered, what with your not really being a vigilante and all. No, I prefer a more...permanent end to your existence, not merely a short stint in prison if any. And besides that, I have plans now Peter. Plans that go beyond you. **_Far_** beyond. I'm going to become bigger, much bigger, than my father or any other Osborn to come before me. And I don't plan on letting _you_ stand in my way."

Spider-Man entered a fighting stance. "Then let's finish this. For real this time."

"Hm, let's see: my options are: A) Fight you to what will likely be a standstill courtesy of both our equal physicals and previous track-record, or B) Let my new toy pummel you to death. I think I'll choose 'B'." Harry then turned to the monstrous Green Goblin: "Kill him."

"Son of a…"

Spider-Man was cut off when the green behemoth that was once Bart Hamilton sped towards him with such quickness that Spider-Man barely had time to move out of the way. Spider-Man leaped off of the wall and down to the ground, but this new Green Goblin leaped down after him. Darting to one side as he landed and then another after that, Spider-Man did what he could to keep out of the Green Goblin's line of sight, forcing the big green brute to turn, and turn again. With his massive trunk-like arms ending in clawed hands, not to mention a rather vicious disposition and strength that was unambiguously superior to his own, Spider-Man did not fancy his odds against this Green Goblin mockery in a close quarters brawl.

_Time to call in the cavalry._ Spider-Man decided, as he did activating the signal on the device that he had taken to carrying for a while now. He had of course had a communicator ever since his first joining the Marvel Knights, but after his and Black Cat's ill-fated fights with Hybrid, the Marvel Knights had opted to also start carrying a means of signalling their teammates in the event that they were in need of assistance. As far as Spider-Man was concerned, this was one such time.

_Here's hoping they get here before Harry's new 'I can't believe it's not the Hulk' Green Goblin turns me into spider-paste._

As Spider-Man continued to play keep-away from the more monstrous Green Goblin, New Goblin decided to make it even harder on his foe by hurling pumpkin bombs down on Spider-Man, forcing Spider-Man to push his superhuman agility to avoid both those and Green Goblin's punches. And as it was, he couldn't always dodge both.

Another punch right to his gut knocked the wind out of Spider-Man and sent him sailing through the air. The hero managed to recover and swing to safety, but both New Goblin and Green Goblin kept up their pursuit. The good news was that he was now sufficiently elevated that the Green Goblin couldn't so much as put a single clawed finger on him. The bad news was that New Goblin was more than eager to compensate for that.

Pumpkin bombs came of course, accompanied by swarms of razor-bats and volleys of laser beams fired from the fingers of New Goblin's gloves. Spider-Man evaded them all as they came, frantically swinging from one direction to another to avoid all of the projectiles as they came.

"Can't run forever Spider-Man!" New Goblin called out to him as he and Green Goblin kept up the chase. Finally, a lucky razor-bat managed to cut Spider-Man's web-line. Spider-Man plummeted only briefly before shooting out another web-line. However as he did this his spider-sense compelled him to instead spin about and in so doing narrowly avoid Green Goblin as he leaped into the air to grab him.

Shooting another web-line at a nearby building, Spider-Man managed to stick himself to the wall. Green Goblin whirled around with the speed of a being half his size and bulk and zipped towards Spider-Man's position with a similar level of speed. Seeing him coming in time, Spider-Man back-flipped further up the wall to avoid Green Goblin's punch, which impacted into the side of wall with enough force to leave a good-sized crater in it, sending bits of stone flying in all directions. Snarling, Green Goblin ripped his clawed fist out of the crater, as he did tearing more of the wall out. Looking up at Spider-Man, Green Goblin roared before leaping into the air again, but not before Spider-Man jumped off of the wall and down to the safety of the ground. Another pumpkin bomb from New Goblin was only narrowly avoided.

"Stuck between a rock and a hard place aren't we?" New Goblin mocked as he hovered above Spider-Man's head while meanwhile Green Goblin leaped off of the wall to confront Spider-Man once again.

"We're using cliches now?" Spider-Man shot back. "Okay then, well 'it ain't over till it's over'."

Beneath his ever-present sarcasm and confidence however, Spider-Man felt the bruises the monstrous Green Goblin had already dealt him, and his having to dodge so many of New Goblin's projectiles had ensured he was ready to dart in any one of a dozen different directions again at a moment's notice. Indeed, New Goblin too could see through Spider-Man's projected bravado.

"Admit it: you're no match for us both."

"Good thing he's not alone then." came a voice that to Spider-Man's ears sounded like the sweetest of music. Whipping around, Spider-Man saw to his enormous relief the other Marvel Knights in Daredevil, Black Cat, Moon Knight, Black Widow, and White Tiger.

"I suggest you and that thing you're controlling both stand down before you get hurt."

New Goblin said nothing in response, instead turning to the monstrous Green Goblin: "Kill them."

With a bellow of rage as the only kind of acknowledgement he could give, Green Goblin surged towards the Marvel Knights, who scattered as the emerald skinned creature leaped into the air and then landed on the roof the Marvel Knights had been on with enough of an impact that he left behind a good-sized crater.

Knowing the Knights wouldn't stand a chance against the Green Goblin, Spider-Man tried to go after it, but New Goblin rocketed forwards on his glider, grabbed his foe by the back of his costume's shirt-piece and carried off.

"Looks like you and I get to have our one on one after all." New Goblin remarked as he carried Spider-Man higher into the air before hurling him forwards. With no tall enough buildings close by, Spider-Man plummeted, and New Goblin surged towards him. Not content to be such an easy and helpless target, Spider-Man fired a volley of web-bullets at New Goblin, forcing his nemesis to move out of their way and thus break off his single-minded surge towards Spider-Man. As he neared the roof of the building he was plummeting towards, Spider-Man used his webbing to create a massive web-shield in the hope that it could cushion his fall. No sooner had he completed it did his fall conclude, and the web-shield managed to do it's job...barely.

"Man...that really hurt. But at least I'm still al-" Spider-Man was cut off when his spider-sense started to go off and he only barely managed to avoid another pumpkin bomb hurled his way by New Goblin. Head buzzing with activity and his heart pounding so hard and fast Spider-Man was surprised it hadn't straight up burst right out of his chest, he knew full well that he was in a bad spot, and no sooner had he come to his conclusion was Spider-Man forced to move again, this time to avoid another flurry of razor-bats.

Rolling to avoid the razor-bats, Spider-Man retaliated with web-bullets to keep New Goblin back. New Goblin avoided these projectiles easily before flying down to engage Spider-Man head on. Drawing his sword, New Goblin slashed out, the blade cutting through the air in a steel blur but not, fortunately, Spider-Man, who ducked under the swing.

"I thought I got rid of that thing…" Spider-Man muttered.

"You did. I retrieved it."

"Figures." Spider-Man noted bitterly as he found himself leaping to the side to avoid another lunging slash of New Goblin's sword. Shooting his webbing at New Goblin's glider, Spider-Man tugged as hard as he could. To his immense frustration New Goblin was not bucked off, instead holding firm.

"Boots are magnetized to the glider in addition to the foot-straps." New Goblin said smugly. "You can't knock me off this glider if I don't want you." With another slash of his sword Spider-Man's web-lines were cleaved in two. Next thing Spider-Man knew New Goblin was coming at him again. With his enhanced agility Spider-Man evaded every melee strike as it came, ducking, side-stepping, and weaving out of the way to avoid the many slashes and thrusts of New Goblin's sword, the blade flashing in a steel blur that no normal human would have ever been able to avoid successfully, no matter how well-trained they were.

Breaking off the fight, Spider-Man again swung off in search of the other Marvel Knights, looking about desperately for any sign of them or the monstrous Green Goblin. New Goblin gave pursuit, but Spider-Man managed to find his friends after covering just a bit of distance. He could see the Green Goblin also, with some of Moon Knight's crescent moon shaped projectiles embedded in his skin. Black Widow was also shooting at the beas to no effect.

"You guys look like you could use some help." Spider-Man noted as he swung in and shot some web bullets at Green Goblin to get his attention. Whipping around, Green Goblin let out a roar and leaped towards Spider-Man. Spider-Man avoided him easily, and even better the monster slammed right into the ever-pursuing New Goblin with enough force that he went spiraling out of control before crash-landing. Green Goblin recovered first and turned around to confront Spider-Man and the Marvel Knights once again, roaring in fury as he did.

"I don't suppose you have a plan for how we can put this thing down?" Moon Knight asked.

"His hide's too tough for punches or bullets." Spider-Man noted sadly. "He's one half Lizard, one half Green Goblin. There's no way we can take him down by ourselves." As Spider-Man said this the Green Goblin surged towards them, and they once more barely moved out of the way.

"Say Widow, you wouldn't happen to still have SHIELD or the Avengers on speed-dial would you?"

"I already contacted SHIELD. They said reinforcements were 'on their way'."

"Why does that not fill my heart with hope?" Daredevil asked sardonically as he only narrowly evaded a clawed slash from Green Goblin.

By this point New Goblin had recovered and once more went at Spider-Man and his friends. While Green Goblin obsessively went after Spider-Man, New Goblin took on the other Marvel Knights. Daredevil avoided New Goblin's first attack, a sweeping move done with one of his glider's "wings", but a thrown pumpkin bomb only served to disperse the Knights and leave them separated and with it more vulnerable. Rocketing forwards he grabbed Black Widow by the throat and hoisted her aloft with one hand. She shot him in his helmeted face, but the bullet bounced off of the green mask.

"Bulletproof. So was my Hobgoblin armor. How do you think I survived being shot at so many times?"

A crescent moon projectile went flying at New Goblin from one direction, and Daredevil's Billy Club in the other. New Goblin dropped Black Widow and then incredibly caught the crescent moon between his fingers with one hand and caught the Billy Club with the other. He threw the Billy Club in White Tiger's direction. She tried to move, but too slow and too late. Though she managed to keep it from striking her in the head, the Billy Club still managed to nail her in the shoulder area. White Tiger gasped in pain and clenched her shoulder as she fell over.

New Goblin shook his head and made a "tsk tsk" sound as this happened. Knowing Moon Knight and Daredevil would be coming back for another go, New Goblin swiftly knocked Black Widow out with a punch across the face that sent blood flying out of her mouth before turning to the direction the Billy Club had come from whereupon he began looking for Daredevil. It was his opinion that the Man Without Fear was the most skilled and dangerous out of all of Spider-Man's fellow Marvel Knights and thus should be dealt with first before moving onto Moon Knight and Black Cat.

"DD, look out!" Spider-Man shouted as he in turn evaded another attack from Green Goblin. Of course, Daredevil's Radar Senses and enhanced hearing were such that he heard New Goblin coming well before he was near him and thus could evade the villain accordingly, which also extended to the projectiles New Goblin sent his way.

"Slippery eh? Lucky you I have a solution for that…" With the push of a button on his gloves, New Goblin activated a device that in turn let out a hideous shriek that struck the eardrums of all of the Marvel Knights with the stabbing pain of a thousand needles. But of course Daredevil got it the worst of all. He screamed in pain and clutched the sides of his head tightly, also sinking to his knees. New Goblin smiled behind his green mask. "A little something I made just in case my symbiote enforcer Hybrid ever turned on me. Figured those same intense sonic vibrations would really hamper those sensitive ears of yours. Looks like I was right." New Goblin turned around to face Moon Knight and Black Cat. "I believe that just leaves you two to deal with."

However, as New Goblin said this, he neglected to take notice of how the Green Goblin had broken off his attack on Spider-Man and was now going after the source of the sonic vibrations, which Spider-Man could tell just by looking into the creature's eyes made it very, very angry.

The monstrous Green Goblin slammed into New Goblin with the force of a speeding SUV. New Goblin gasped in pain as he felt his back strain against the force of the blow. With his huge clawed hands the now feral Green Goblin slashed through the straps on New Goblin's glider before then lifting him up and roaring at him. New Goblin responded by shoving a pumpkin bomb into the beast's mouth. Green Goblin closed his mouth and the resulting explosion blew every single tooth in his mouth to smithereens, along with most of his tongue. The Green Goblin dropped New Goblin before reeling, swaying, and then finally collapsing on his back.

"What a disappointment." New Goblin remarked bitterly. "So powerful and ferocious only to be driven feral by a little noise."

Next thing New Goblin knew, Spider-Man had surged forwards and punched him right in the face, his fist slamming into New Goblin's mask with such force that he left one of the eye-pieces cracked, and a follow-up punch completely destroyed the other one, revealing New Goblin's eye, which narrowed menacingly at Spider-Man, a kind of feral hatred filling it. He was all set to retaliate when gunfire struck him square in his chest. His suit took the bullets, but New Goblin was nevertheless staggered. Looking up, he saw SHIELD agents with their guns trained on him, the reinforcements Black Widow had called in earlier. Cursing under his breath, New Goblin ran towards his sky-stick, his superhuman speed and agility allowing him to evade the shots long enough to reach his flying machine, whereupon it carried him up into the air and then to safety. The SHIELD agents tried to gun him down as he fled, but they might as well have been trying to shoot down a panicking insect.

Spider-Man made no effort to pursue him. He was injured enough as was from the battle, and what's more so were his allies. New Goblin's retreat had ensured that the sonic vibrations were no longer active, but by this point Daredevil's head was banging as though someone had taken a jack-hammer to it and his ears were ringing as well. Spider-Man helped his old friend to his feet as Moon Knight did the same for White Tiger before the two tended to Black Widow, who was still out cold from the punch New Goblin had dealt her. But considering how hard Harry hit, Widow was lucky just to be alive.

"You alright?" Black Cat asked as Spider-Man continued to help Daredevil along.

"I'm fine." Spider-Man insisted. "DD here got it worse. So did Widow. If they can live, so can I."

"So Harry's back now…"

"Yeah, looks like it." Spider-Man said. Perhaps he should have given a better reply than that but at this point he was so exhausted both physically and spiritually that it was all he was in the mood to say at that moment. He could angst more over another old foe returning when he had the energy for it. Right now he had other things to do."

"Can you guys handle it from here concerning 'Hulk-Goblin'?"

Black Cat nodded. "I think so."

"Good, because I need to go."

"Where are you going?" Black Cat asked.

Spider-Man stopped and turned back to face her. "Now that I know Harry's back, I need to...prepare."

-X-

Given his being from the future affording him quite a bit of foresight, the heroic Green Goblin that was Harry's son all grown up would have almost surely known about what had happened before Spider-Man even breathed a word of it. But he knew they still needed to touch base with each-other anyway.

Apparently the Green Goblin had the same idea, as it was he who found Spider-Man, the two encountering one another not far from the now demolished building where they'd had their first meeting.

"I'm guessing you know about your dad's homecoming."

Green Goblin nodded. "I do. I was afraid it might happen, and it seems those fears were justified. I suspect that killing you is not his sole ambition anymore either."

"It's not." Spider-Man confirmed. "Wouldn't let me in on _what_ exactly he was planning though."

"He could be trying to do what he did in my timeline, though I would imagine it would be more difficult now that Oscorp is no longer his to control. It may be something else then."

"Any other guesses? Because I really don't have any."

"No, I'm afraid I do not." the Green Goblin confessed. "But whatever it is my father is up to, we need to figure it out fast. The longer he is allowed to operate with us ignorant to his plans, the more successful they'll be."

"Will be hard to figure out what it is when we don't even know _where_ he is."

"Most likely one of the original Green Goblin's caches or safehouses."

"I've scrapped most of those by this point." Spider-Man pointed out. "..or at least I thought I did. The old Green Goblin sure planned ahead. Those things were the whole reason Hobgoblin ever showed up."

"Speaking of which, do you know if the Hobgoblin has resurfaced along with my father? The two were working together the last time after all."

Spider-Man shook his head. "No, I don't. Wouldn't be surprised though. It seems like none of my worst enemies stay down for good."

"You don't know the half of it." came a dark voice that never failed to send shivers down Spider-Man's spine. That he was completely immune to Spider-Man's spider-sense didn't help.

"The Osborn is not our only concern." Venom noted as he walked up to Spider-Man and Green Goblin in full. "There's another problem." Venom noted. Not liking the sound of that at all, Spider-Man turned around to face him. "And what 'problem' would that be?"

"The spawn has escaped from us." Venom confessed, bitterness permeating the tone of both voices that made up his being. Spider-Man prayed that he hadn't heard Venom right, but he knew he head. "You mean...Carnage's symbiote broke free and is running around again?"

Venom nodded. "Regretfully yes. It has come to carry a spawn of it's own, and that is why it escaped from us, you see. To be able to give birth. We could not hold both of them inside us. We had no choice but to relent."

"So...let me get this straight...your crazy psychotic spawn got pregnant, and then burst out of you to give birth to _it's_ crazy psychotic spawn? I think I'm going to throw up."

"The birthing process will weaken it." Venom pointed out. "If we can find the symbiote soon enough, we can strike when it is most vulnerable, and once re re-absorb it again it will not break free a second time."

"Forgive me if I don't believe you," Spider-Man said in a tone that lacked his general amusement and light-heartedness. "Where can we find Carnage's symbiote? How will we even know where to look?"

"Leave that to us. Our spawn has it's own unique scent. We should be able to track it. You focus on cleaning up your own messes. You seem to have quite a few as it is."

"You _are_ one of my messes Brock." Spider-Man said darkly. "You, Carnage, and whatever unholy thing old red goo's going to (I can't believe I'm saying this) 'give birth to'. It's _all_ my business. Remember who your symbiote used to be bonded to."

"You were a fool to reject us." Venom hissed. "You could have used our power."

"Maybe, but I need my humanity and sanity a lot more."

"_Enough_" Green Goblin said, raising a hand. "We're not enemies here. Not in this moment or any in the forseeable future. We must remain united as one, on the same side. Otherwise, we all lose in the end."

Spider-Man sighed. "Fine, fine. Venom can deal with Carnage for now, and I'll keep dealing with Harry and whatever villains he's suckered into working for him this time. Sound fair?"

"It does to me at least." Green Goblin said. Venom silently nodded his own consent.

"Alright then. Looks like we've all got our to-do lists for the week. Let's not blow it."

-X-

"Well?" Hobgoblin asked as New Goblin returned to the safehouse.

"Spider-Man still lives unfortunately." New Goblin said bitterly. "I lost my latest pet too, but no matter. My enemy remains ignorant to what I am planing, and I will not need Bart Hamilton to fully realize my goals."

"So then what's our next step?"

"Wait for now. Once all of the names on my list are found and recruited, then we begin. And in fact depending on what happens in the near-future, my enemies may just strengthen my cause. Always an enjoyable irony."

**Author's Note: And so the plot thickens. Just to make clear: the inevitable Toxin story is not going to be until this story's sequel. Reason for that being that with everything else going on in my story there is no way I can possibly include anything else at this point, least of all a story like Toxin's. So I'm just laying the groundwork for it here. But it's not going to be fully explored until part III.**

**And now for the trivia portion of the Character Guide:**

**1. Bart Hamilton in 616 was Harry Osborn's psychologist/therapist rather than Peter Parker's, and was duped into becoming the third Green Goblin. Here, I decided to make him more akin to the Ultimate Marvel U Green Goblin to make him stand out a bit more. I may seriously hate Ultimate Green Goblin (like, really really hate) but I figured he could work in this context if nothing else.**

**2. The Sinister Syndicate are an actual thing. They were formed by Beetle and as the name implies were pretty much a B-List version of the Sinister Six that's original line-up was Beetle, Boomerang, Speed Demon, Rhino, Shocker, and Hydro Man. Jack O'Lantern has also been affiliated with the team before, which is part of why he is in my Marvel Universe. Now, in my MU the Syndicate's original line-up is a little different. Besides one of the members being a character who will be introduced later, Jack O'Lantern was a member of the original roster rather than a later one and Speed Demon was never a member at all because he doesn't exist in my Marvel Universe. **


	9. The Laws of Nature

Chapter 9: The Laws of Nature

Truth be told, Jessica Carradine was happy that Spider-Man was not dead.

When the wall-crawler had vanished for a time following a bout with Deadpool, Jessica had feared that the mercenary had succeeded where so many others had failed in doing Spider-Man in. In hindsight perhaps it wasn't a justified fear, considering that Spider-Man had faced threats just as dangerous as Deadpool and some even worse and survived every time. But even so, Jessica always worried just a bit whenever Spider-Man faced a particularly challenging foe. She did not want to be robbed of her revenge.

"I'll get him one day." She kept telling herself. "I _know_ I will."

But of course getting that revenge was not the easiest thing. Plenty of small-timers with delusions of grandeur and/or an axe to grind had tried to take on Spider-Man and others like him, and they never got all that far. Mere mortal men and women could not challenge these kinds of people, not unless they were people who had the training, gear, and resources needed to make their revenge fantasies a reality. Jessica didn't have any of those things though. She was just a normal woman with no remarkable skills, or at least none that would serve her in any kind of fight. She needed an edge of some kind if she wanted to have a shot at Spider-Man. She needed powers of her own.

It was of course, a conclusion she had come to many times before, but acquiring such powers proved to be no less difficult a task than her planned revenge. Even though it seemed like there was a new costumed face popping up every week at this point, Jessica had apparently been passed by on that count. There were no magic potions, hyper-advanced technology, or even that prized (or reviled) Mutant X-Gene for her to call upon for powers.

Jessica slammed her fist down on the table. It wasn't fair. Spider-Man had taken her father from her and there was absolutely nothing she could do about it. He probably didn't even know she existed, and probably didn't even remember her father. He and her were like ants to him.

_And everyone knows what spiders do to bugs._ Jessica thought, then laughing bitterly at the joke. _If only there was something out there that could eat **him.**_

-X-

With everything that had happened to Peter Parker as of late, the idea of clearing his head and just swinging around as a means of letting off steam became a highly appealing one. So it was that when night descended on New York, Peter once more donned his Spider-Man costume and took to the air on his web-lines, as he did silently hoping that there would be no trouble on this night. That this could be one night that he could have all to himself.

Swinging through the New York skyline like he had on so many a night before, Spider-Man realized that besides the general familiarity of his surroundings, it seemed that each part of New York he swung through brought back some long stored away memory or another. Some were of past battles with everyone from the Green Goblin to common street thugs, others were of his time in the black costume, a time when he became a more nocturnal creature consumed by negative emotions the symbiote went out of it's way to exacerbate. And finally, others still were about one very special woman. One who had, like his darker self always preferred night to day.

He'd chased her across New York so many times back in the day that Spider-Man wondered if there was a part of the city the two hadn't traversed in his pursuits of her, or else alongside her as allies and lovers.

Lovers. Had it really been only a few years ago that they'd ended their relationship? It had seemed to Spider-Man to be longer than that. The memories had been painful. It was not as if theirs was a completely unhappy or unloving relationship. Quite the contrary Spider-Man had loved her quite a bit. More than he had ever loved anyone else except for Gwen and Mary Jane. In fact, it was a love that after Gwen's death he didn't know if he ever could feel again. And yet for all of that he had still been the one to end it. Felicia had had love for him to spare, but only for one half of him. Feeling that that would never change, Peter reluctantly ended the relationship.

But now that Felicia had professed her continuing love for him and he was no longer with Mary Jane, what was Spider-Man to do? Should he leap on this chance, accept Black Cat's love as he had before? He wasn't sure. There was, after all the matter on whether or not Black Cat could do now what she could not in the past. However he still felt about her, Spider-Man was adamant on this matter. In order for him to love Black Cat again the way he had in the past, she would need to be able to accept both men this time around. There would be no picking and choosing like there had been before.

The problem, Spider-Man felt, was that he wasn't so sure that his old flame could do that.

-X-

She watched him from beyond.

Nestled in her own shadowy residence, itself located in a dimension parallel to the one she viewed now, an inky black form watched the red and blue human swing through the city, traversing via his webbing like a true spider, the animal whose very image he wore proudly on his chest. The image of her natural prey.

For Shathra was a Spider-Wasp, a natural enemy and evolutionary superior to the basic spider. And as with all predators, Shathra needed prey to sustain herself. More specifically prey of a totemistic variety, prey that was filled with the energies that she and other beings like her consumed and lived off of. This then was why Shathra viewed Spider-Man now. It was feeding time, and the wall-crawler was just about to become the main course.

-X-

As Spider-Man continued his swing through New York, as he did continuing to think about Black Cat and where he stood with her, he heard a male voice call out to him: "Lovely night for a swing isn't it?"

Turning to the source of the voice, Spider-Man saw nothing. Then, swinging in from overhead was none other than a man traversing via web-lines much the way Spider-Man himself did, also clad in completely white garments. He was an older man, with white hair and a face that showed it's age. However, it was also a rugged face, and the man's body was not in any way an infirm one.

"W-who are you?"

"Follow me down there if you want to talk. I don't converse in the air."

Spider-Man followed the older man as he swung down to a nearby rooftop. As he landed, the man turned to face Spider-Man, who landed shortly after him. "Now then, this is a much better place for conversation is it not?"

"Who are you?" Spider-Man asked again. "And how can you…?"

"Web swing the way you do?" the older man's wrinkly lips formed into a smile. "Oh, that's simple: because I possess the same powers you do."

Spider-Man blinked behind his mask. "What?"

"Why so disbelieving?" the old man asked quizzically. "You've spent over a decade now fighting against and alongside all manner of colorful characters. What makes _my_ existence so hard to believe?"

Spider-Man sighed. The old man did have a point. "Alright, touche. But that still doesn't answer my question."

"Ah yes, who am I. My name is Ezekiel. And as I have already emphasized, I am like you. Well, at the very least I am like you in respects to my abilities. Identical to your own, if not quite up to your level. But then that's old age for you." Ezekiel sighed before continuing: "I've been watching you for some time. Ever since I became aware of your existence ten years ago. I've seen your fights, your adventures. Your tragedies and your triumphs. For ten years I've been watching you. And now finally I choose to intervene."

"Gee, thanks for that. I'm really flattered." Spider-Man said sarcastically before adding: "I'm not sure I like the idea of someone watching me like, well, a spider in a jar for ten years. Why the big interest in me Ezekiel? And why are you only just showing yourself now?"

"Because the time when the predators go on the hunt is drawing near. And there _are _predators out there Peter Parker, make no mistake about it."

Spider-Man's eyes widened in horror at the mention of his real name. "How do you-?"

Ezekiel continued, unfazed: "...predators who will not stop hunting you until they're dead...or you are. For you see Spider-Man, _you_ are the prey these predators seek. The prey that they must feed upon every so often to keep themselves sustained."

"Sounds like a cheap, dollar-store version of Galactus. Or a vampire. Look Ezekiel, I don't know how you know who I am, or what you honestly think you're hoping to get out of me, but I…"

"This is no joke or charade that I indulge in now, I assure you." Ezekiel said sternly. "Everything I tell you now is very, very true. I have had run-ins with these predators myself. Run-ins that nearly ended my life right then and there. But I got lucky. I'm a tough old bastard you see, and my stubborn refusal to die allowed me to overcome them. And from that I know that they _can_ be overcome. They_ can_ be defeated. And we, the prey, can conquer our supposed betters. But to do so we must be careful and precise about it. Lingering out in the open like a fool will make you nothing but a target."

"And why should I believe anything you're telling me right now?" Spider-Man demanded, still not content to trust Ezekiel in light of his knowing far more about him than he would have wanted.

"Well look at it this way: what could I possibly stand to gain from telling you all of this, and taking up your time and also my own, if I was simply out to deceive you? I am not one who spends time casually or wastefully Peter Parker. Every word I utter now is sincere."

Spider-Man paused to consider everything Ezekiel had said. The old man's motives, if not what they seemed, were hard to discern, and Spider-Man was forced to concede that Ezekiel did have a point. Why would he go through this whole charade if that was in fact all that it was? Why would he waste his time like that? And to come up with such an elaborate story too? In the end, Spider-Man had to admit that there seemed to be no logical reason for Ezekiel to be doing and saying what he was doing and saying unless it was in fact the truth.

So it was that Spider-Man sighed deeply and said: "Alright fine. I'll trust you for now. You said that some 'predators' were coming to hunt me down, and that they've hunted you down before. Why?"

"Because we are what are called 'totemistic individuals'. Beings that possess the powers and abilities of another member of the animal kingdom, in our case, spiders. It is these totemistic beings that our enemies require to survive for as long as they do. They must feed on a pure totemistic source once in a while. As individuals who possess the powers of spiders, we are two such totemistic beings."

"Wait, are you saying that my powers are some kind of mystic thing? That's ridiculous. I got my powers from being bitten by a genetically engineered 'super-spider' that transferred some of it's DNA on to me…"

"And you actually thought that that was all there was to it? You actually thought that it was mere happenstance that gave you your powers? Come now. There are no such coincidences or accidents boy. You were meant to get the powers you have now. It was your destiny."

"I don't believe in destiny." Spider-Man said. "I believe in choice."

"Believe or don't believe, it does not matter. The fact is, you're getting your powers was no accident. You're becoming a costumed do-gooder was your choice yes, as was what you chose to do with your gifts prior to that. But the acquisition of those gifts was meant to be. It was not just a mere miracle of science that turned you into who you are today, nor was it for me."

"Which reminds me…" Spider-Man said, continuing. "How did you get your spider powers?"

"The old fashioned way." Ezekiel said bluntly. "I was a young man travelling abroad at the time, already possessed of a fairly affluent existence. During my time in Africa, I came upon a man who was in fact the generation before mine's bearer of the spider's powers. He told me that his time of death was approaching, and that he had selected me as the new bearer. I told him that I wasn't the right person, but he assured me that I would suffice. And so it was that I was given the powers of the spider in a ritual that Anasi performed, the same ritual he himself had underwent as a young man. Afterwards he trained me in how to use my powers, and sent me on my way. Less than a month later, I learned he'd died."

"Anasi?"

"Not the figure of African myth if that's what you were wondering. Merely named after him."

"And you're saying I'm next in line?"

Ezekiel nodded. "Yes. I was the spider of my generation. But as you can plainly see, I'm not getting any younger. Whether by the ever-persistent predators or a more mundane cause I'm destined to die fairly soon. Perhaps if I'm lucky I could make it for another 10 or 20 years, but nevertheless I am past my prime. And a spider past his prime is hardly a spider worth keeping around. There must always be a fresh new one running about. You'll probably be succeeded yourself in about the same time I've got left to live."

"Uh, just out of curiosity, how old are you exactly?"

"77. I was born in 1936, the first of June. I got my powers when I was 21, in the summer of 1957."

"So the next spider person comes along every, what, 45 years?"

"Roughly." Ezekiel said. "There's no uniform pattern though. Some successors come right when the previous one is about ready to give up the ghost, which is how it was for me and Anasi. But others like you are early arrivals. Typically though they first appear shortly before the death of their predecessor."

"Which would mean…"

"Like I said, I don't have long to live. And even if I do manage to get in a few more years of life, the line of succession is not one for taking chances. There must always be a bearer of the powers of the spider. At this point there just happens to be two. How long that will last I cannot say. As I said, there is no uniform pattern. As it is, you should be grateful that I'm here to help you now. Most of us aren't so lucky to have our predecessor to hold our hand. I had to fend for myself."

"I'm still not sure I believe that I'm supposed to be the next 'totemistic spider' or somesuch, but I will believe that something's after me. What exactly? Can you give me any kind of details on these predators?"

"The thing you must know is that there are two kinds of people who would do us both in if they could. The first, mercifully, we have yet to encounter and with any luck will not for a little while more. Perhaps not even within the year. But the other, I fear has already crossed over into our plane of existence from her own..."

"Wait, what?"

"The second kind of predator, and the one we will be dealing with first, is another kind of totemistic individual. But in contrast to our representing the spider, she represents one of the spider's natural enemies, the spider-wasp. Simply put, she, like any predator is hungry and out to feed on her natural food source."

"Great." Spider-Man said sarcastically. "So the thing out for my head right now is to spider-wasps what we are to spiders?"

Ezekiel nodded. "Correct."

"Okay then, how do I stop it?"

"Leave that to me." Ezekiel said. "I've been preparing a trap. But without bait a trap isn't worth much. You'll need to draw the creature to the designated site."

"Wait, so you're saying _I've_ got to be the bait?"

"The creature is going to come for you regardless. When it does, lead it to the coordinates I give you, and it'll go right into the trap I've prepared. I'll even give you a radio so we can keep in contact." Ezekiel then produced a small device for Spider-Man to put into his ear. Even though Ezekiel already knew who he was, Spider-Man still saw fit to only raise up part of his mask to expose his ear. As he did this, Spider-Man asked: "And...you're absolutely sure this trap will work?"

"Pretty sure."

"Pretty sure? That isn't good enough."

"Would you rather have a solid chance of escaping this creature and living to fight another day, or no chance at all?"

"Point taken." Spider-Man conceded before adding: "I suppose I can't just punch this thing out huh?"

Ezekiel shook his head. "No. Remember, spider-wasps are higher on the food chain then the basic spider. You will be outmatched."

"Yeah, I figured as much. Still, can't blame me for asking."

"Be ready for the creature's arrival. I am going to finish preparing my trap."

"But wait, what about-?" But before Spider-Man could even finish his sentence Ezekiel took off and was soon web-swinging away. Spider-Man's first instinct was to follow him but he remembered that Ezekiel didn't converse while web-swinging, so he'd just be wasting his time. With a sigh of frustration, Spider-Man turned in the opposite direction and swung off.

_As if I didn't have enough to worry about…_ he thought ruefully.

-X-

Entering the spider's world was not difficult. Once the portal to it had been made it was a simple matter for Shathra to fly right through it and arrive in the brightly lit metal jungle of New York City.

All of the light and noise all at once irritated Shathra, causing her to hiss loudly and her wings to beat more intensely. But she was hardly rendered helpless by this. No, no this was an inconvenience, nothing more. It would not hinder her for long.

She sniffed out her prey. The spider's scent was somewhere in this city, and his having explored the whole of it during his many years of web-swinging ensured that just about everywhere she looked Shathra could make out the spider's aura. It would only be a matter of time before she found him.

And so, with another fierce fluttering of her insect wings, Shathra went zipping off after Spider-Man.

-X-

It came to her the day after her once again bemoaning how completely incapable of getting revenge she was. She could feel it call to her before she even saw it. Whispering to her almost. Whispering promises. It had felt her anger, her hatred. And it had liked that feeling.

So it was that Jessica made no attempt to resist when the slimy black substance slithered towards her and then bonded with her body. And in that moment Jessica Carradine felt an incredible surge of power beyond her wildest dreams. She howled in a darkly ecstatic joy as the symbiote merged with her body and turned into one half black, one half navy blue. Cruel claws jutted from her fingers and a piranha-like mouth and flicking serpent tongue appeared where her human mouth once was.

_This is the edge I've been needing._ Jessica thought with savage glee. **_This_** _is the power I need to at last kill Spider-Man and take my revenge._ Then, flinging her head back and roaring in fury, Jessica shouted: "**_POISON IS COMING FOR YOU SPIDER-MAN!_**"

"Not just yet."

Whipping around, Poison saw New Goblin hovering in front of her window on his glider. With a single punch he shattered the window and then flew through the hole made by it, the broken glass failing to pierce either his costume or Poison's symbiote-granted durability.

"Who are you supposed to be?" Poison demanded angrily.

"Your benefactor." New Goblin said matter-of-factly. "That symbiote you're bonded to was made by me. And that means you work for me now."

"The hell I…"

Poison shrieked in pain as New Goblin activated his sonic emitter and the artificial symbiote threatened to be blasted clean off of Jessica. She sank to her knees and wailed in fury and pain both before New Goblin turned the sonic emitter off.

"Make no mistake my dear. I gave you this power, and I can just as easily take it away. If you want to remain being something other than a complete nobody, you'll do as I say. And that starts with following me."

-X-

It was night when Shathra went out on the hunt once again, and also when Spider-Man decided he wanted to talk to Black Cat again, to at last figure out once and for all where he stood with her, and to see if she could do what she could not before. As he was making his way to her penthouse though, Shathra at last caught up with him.

As always his spider-sense alerted him to the danger, and this time it was such that his head felt about ready to explode as the ink-colored creature drew nearer. Clearly, Shathra's being his natural enemy resonated with his Spider-Sense.

Shathra came zipping in so fast on her insectoid wings that Spider-Man found himself hard-pressed to evade her. The spider-wasp turned and darted forward again with such quickness that she appeared to Spider-Man as being almost a blur, and once more he struggled to move out of the way in time. Remembering Ezekiel's instructions, Spider-Man began taking off, with Shathra in hot pursuit. She gained on him quickly, and twice his web-lines were sliced clean through by Shathra's claws before Spider-Man recovered and began swinging forward again.

"Ezekiel, Ezekiel! I think I've met that spider-wasp predator you were talking about. Is that trap ready yet?"

When Spider-Man got no answer, he swore under his breath before having to move out of the way of another attack from Shathra, who was already right behind him slashing and clawing at his back. One slash managed to cut Spider-Man's costume and skin both, causing the hero to howl in pain and plummet as he let go of his web-line. Another web-line managed to save him, but as he continued to swing, Spider-Man began to feel light-headed, and his arms and legs seemed to grow stiff and less responsive as he continued to swing.

_Oh, that's not good…_

Shathra came at him again. Spider-Man managed to avoid getting slashed again, but his web-line was not so lucky. Shathra tackled Spider-Man before he could shoot out another one, and Spider-Man in turn punched Shathra as hard as he could. His fist collided with Shathra's shadowy face, but he did not feel as much force as he had thought or wanted. Cursing how numb his limbs had become, Spider-Man moved his head out of the way of Shathra's retaliatory claw attack. Pressing his legs against Shathra's body, Spider-Man kicked himself off of the spider-wasp before she could pull him into a grapple, but once more his numbed limbs betrayed him. Not falling back as much as he wanted, Spider-Man was dismayed to see Shathra recover quickly and then pursue him once again. It was at that moment though that Ezekiel's voice at last came through: "Spider-Man? Spider-Man! Are you there?"

"Yeah, but I'm not doing well. I think Shathra poisoned me. Head's spinning and my limbs are starting to feel sluggish and numb." Spider-Man punched and kicked Shathra once more, but it took several blows to get the spider-wasp to release her grip and allow Spider-Man to swing away again.

"It's all to weaken you and make you easier prey. I'm amazed you're limbs haven't stopped moving altogether."

"Guess I'm just tough huh?" Spider-Man remarked, even though at the moment he didn't feel all that tough. As had been the case from the very beginning, bravado masked fear and uncertainty.

Sure enough, Shathra came flying towards him again. Deciding to see just how well the spider-wasp had come to know the city, Spider-Man began going out of his way to swing through narrow passes and through twisting alleyways, using everything he knew about New York to put some distance between himself and Shathra and keep out of sight. Judging by how his spider-sense buzzing in conjunction with Shathra's poison was no longer such that he felt about ready to take a power-drill to his own head, Spider-Man's strategy seemed to be working. A few more turns followed by a trip through the subway for good measure and Spider-Man's spider-sense had stopped buzzing completely, telling him he'd lost Shathra. Letting out a sigh of relief, Spider-Man slumped up against a pillar in the middle of the subway, with dozens of people now looking at him and pointing at him. Most of them seemed to find his current situation, or at least his being in the subway of all places, amusing. When a few people began getting closer and closer, some also taking out their phones, Spider-Man reasoned he needed to get up before someone unmasked him. But then as he tried to move he realized he could no longer feel his arms, as though they'd completely fallen asleep.

_Oh no...Shathra's poison finished running it's course._

Or so it seemed. Fortunately, Spider-Man's legs retained enough feeling that he could stand up. Once he did, the people inching towards him had the good sense to back away. Annoyingly shoving past them, Spider-Man went back out of the subway and into the streets of New York. Once he did, everyone in view turned to look at him. Ignoring the plethora of remarks ranging from awe to derision to everything in between, Spider-Man trudged past them all and ducked into a less densely populated area, which just so happened to be an alleyway. Walking up the wall, he camped himself up on a nearby roof.

"Ezekiel? Are you still there? I lost Shathra for now, but I get the feeling she'll find me again soon. I could really use that trap of yours right about now…"

"I know. I'm in an old, abandoned section of the city's train systems. I'll guide you to it. Where are you now?"

"Near one of the subway entrances actually." Looking back down, Spider-Man was able to see what the specific number was and gave it to Ezekiel. From there the older man laid out a direction for Spider-Man to take. The hero's limbs still being numb didn't do him any favors though, and he said as much. "I'm not really sure how much longer I can go before my legs give out. I can't move my arms at all. Can you come to me?"

"That's a rather dangerous proposition, especially for me given that I'd be putting myself in harm's way."

"So you're just going to leave me here?" Spider-Man asked incredulously.

"You said you lost Shathra for a time. The poison will likely work through your system in the time it takes for her to find you again."

"I hope so. Otherwise my web-swinging days are over."

"You continue to joke in the face of your own death?" Ezekiel asked curiously.

"Not much else for me to do at this point is there?" Spider-Man retorted.

Ezekiel did not directly respond to the remark, instead giving Spider-Man directions to follow for when he was able to move again. Each minute that ticked by only caused Spider-Man's heart to race all the faster. His spider-sense was still not going off, but even so he continued to look about warily, all the while cursing his lack of mobility. He was completely helpless in his current state, and if Shathra did come…

It seemed to be several minutes more before at last Spider-Man felt feeling return to his legs. To his relief he found he could move them to at least some degree. But he was still not able to stand in full.

_Come on, wake up already!_

It was a few more minutes before Spider-Man was at last able to retract his legs and then stand up on them. He wobbled a bit as he did though, his legs still feeling like jello. Willing himself to keep moving rather than collapse again, Spider-Man also felt his spider-sense begin to go off again.

_Oh no…_

Instinct taking over, Spider-Man leaped over the edge of the building and carried himself to safety via web-line. Daring to look over his shoulder he saw a small black figure in the distance coming towards him. Knowing it was Shathra coming back for another go, Spider-Man began following the instructions Ezekiel had given him, as he did finding to his relief that his limbs began to regain the rest of their lost stamina. And a good thing too, as Shathra was quickly closing the distance between herself and her prey. Knowing what would happen if she managed to successfully cut him again, Spider-Man made sure to keep evading the spider-wasp as she closed the distance in full and began slashing and clawing once more.

The chase continued through first more of the city and then through the subway. Spider-Man didn't like luring Shathra into an area so densely packed with innocent people, but the spider-wasp had no interest in these people and flew right over their heads, single-minded in her pursuit of Spider-Man.

Deeper and deeper into the subway system the two went, away from the crowds and moving trains and off into the more abandoned and remote parts of it. Shathra smashed through barricades that indicated closed off areas without effort and reduced them to splinters, unceasing in her pursuit. Spider-Man for his part was thankful for being able to now move at something a lot closer to his top speed than before, when Shathra's poison was still in him.

Not that he was leaving his pursuer in the dust though. Quite the contrary Shathra proved able to keep up with Spider-Man, the sound of her wings buzzing ever-present in his ears. He suspected the only reason he was keeping any kind of distance between them at all was because of the more narrow confines of the subway tunnels.

Finally at long last the chase took them to a station that had been abandoned well over forty years ago. One train still rested on the tracks, now in complete disrepair and neglect. Looking around frantically, Spider-Man spotted Ezekiel keeping watch from a wall he'd stuck himself to.

"Ezekiel! I hope that trap's ready because Shathra's…"

The spider-wasp pounced on him before he could finish. Spider-Man turned to face her but for once he was too slow and too late. Shathra's claws slashed at his chest this time, and after shredding through part of his costume and drawing blood she gave him a second cut followed by a swing of the arm to knock him to the ground.

Shathra was right above him now, claws bared and wings buzzing loudly in his ears. Her glowing blue monochromatic eyes narrowed as she stared him down. She began to get closer and closer.

This time he couldn't move a muscle. He'd gotten too much of Shathra's paralyzing toxin in his veins. And with her right above him he had no chance of escaping and healing.

_No, no, no….I can't die here. Not like this. Not like this…_

But Spider-Man knew this was it unless Ezekiel's trap was sprung, and sprung soon. Unable to move, struggling to so much as stay awake, and completely and totally out of tricks, Spider-Man braced himself for the end. And as he did, he saw...her. He saw Felicia Hardy, the Black Cat.

Spider-Man's eyes widened in shock behind his mask as he realized this. Shathra surged forward, ready to plunge her clawed hand into Spider-Man's chest. But right before she could, she felt something sticky and adhesive stick to one of her legs. Whipping around, Shathra let out the first sound Spider-Man had ever heard her make: a screech of pure fear.

Thrashing about violently, Shathra was helpless to resist as the source of the web-line began pulling her towards it. Looking out at it, Spider-Man could see that it came from a spider easily twice the size of a grizzly bear, with massive bulging eyes that were each almost as big as his own head. Looking into those eyes made Spider-Man's blood freeze as he saw the creature Ezekiel had summoned.

Shathra hissed and screeched loudly as it cut the spider's web-lines, but the spider merely shot out more and kept unleashing them until soon Shathra was completely entangled, her wings rendered useless. She tried clawing her way out of the web cocoon, but too slow and too late. The large spider had lumbered towards her, it's jaws snapping. And the still immobilized Spider-Man had no choice but to lay there and bear witness to it. Turning his head away, Spider-Man shut his eyes behind his mask. The sounds of Shathra's ever-loudening screeches became sickening crunching and biting, until finally there was a grim, eerie silence. Spider-Man's ears could still pick up the presence of the spider, but his spider-sense was not going off. Spider-Man however did not take that as any kind of proof he was safe.

But then, Spider-Man heard the spider inch away, retreating on it's eight legs back into whatever place Ezekiel had summoned it from. Finally, Spider-Man dared to open his eyes and look around. He saw no sign of the spider anywhere, but he did see Ezekiel standing over him.

"You're welcome." he said bluntly.

"What...what was that thing?"

"The trap." the older man replied, again bluntly. "As you can plainly see, the food-chain can run in both directions sometimes."

"You...you killed her."

"As surely as she would have killed you, yes. Are you complaining?"

Spider-Man shook his head. "Not exactly. I'm glad you saved my life, it's just...I wish we hadn't had to kill her."

Ezekiel shook his head and chuckled. "Ah, you superheroes and your insistence on holding such a moral high ground. It's amusing."

"That's strange, considering I'm not laughing."

Ezekiel looked directly at Spider-Man and said seriously: "We have won this battle. And you live to fight another day. Be warned though that this was one battle, not the war. Other predators will soon come. But for now at least you have earned yourself a respite."

Spider-Man made a humorless chuckle. "For someone who's been watching me for ten years, you should know by now that I _never_ get a respite." Spider-Man trailed off before saying: "So...how long am I gonna be like this?"

"The paralyzing agent should wear off in no more than an hour."

"Great…"

-X-

New Goblin had led Poison back to his lair, where he at last resumed his earlier conversation with her.

"This is where you will be staying when I'm not sending you off on whatever mission or task I see fit to give you. You will do everything I tell you to do, exactly as I tell you to do it. And in return for those services, you can get the power and vengeance you've always sought."

"What is this thing anyway?" Poison asked. "It makes us so strong. So powerful…"

"Well you see my dear, in the time that my associate Hybrid has been in my employ, I have taken the liberty of studying his symbiote, or rather _symbiotes_, to see what makes up their being. And from this, I found a way to...shall we say, make my own. What is bonded to you is one such specimen. An artificially grown Symbiote, based on the DNA I acquired from the Venom and Carnage symbiote samples that make up Hybrid's being. It takes mostly after the Venom portion, and while nowhere near as powerful as the true Venom symbiote, it still serves it's purpose quite nicely. Or rather it would, if it had a host…but I can see that that particular issue has been resolved. You are now a symbiote being, with power all your own."

"Yes...I can feel it. The symbiote's giving me strength beyond anything I've ever had before. It feels great. I feel like I can take Spider-Man."

"Don't let your taste of power dull your common sense. You may be superhuman now, but you're also not as powerful as the symbiote whose DNA makes up yours. And Spider-Man is by this point no stranger to facing symbiotes. If you want your revenge, you're going to have to come up with a plan a bit more well-thought out than just running after him and hoping for the best. Lucky you, I already have a plan. Always do."

"And what plan is that?" Poison demanded.

New Goblin smiled behind his mask. "Well for starters, you'll be hunting in packs." And then, with the push of a button New Goblin had a wall slide back to reveal a quintet of figures in the shadows. The pack of either hunching or towering figures came out of the shadows and revealed themselves to be symbiote beings same as Poison. The two most muscular both bore a mouth full of razor-sharp teeth, with the biggest of them all looking much like Carnage only blue in color instead of red and also more muscular. The other bulky one was a mustard yellow, with large, almost oversized clawed hands. He hunched over while the blue one stood upright, showing off a massive thorax with pride.

The third male of the group was of a more average size, height, and build. He was a forest green in color, with chartreuse colored eyeholes akin to the white ones on Spider-Man's mask. Writhing, green whip-like tendrils protruded from his back and upper arms.

And finally there were the two females. One was mostly a purple so dark it might as well have been black, with a lighter, amethyst purple representing her torso, hands, and "hair". Her face was like a dark purple, female version of Venom's face and she snarled upon seeing Poison.

The second female was mostly yellow with blotches of dark orange on her legs and arms, as well as part of her hair. Like the purple one, her face looked like Venom's, and unlike the purple one her face was ebony black.

"Meet your fellow bearers of artificial symbiotes: Riot, Phage, Lasher, Agony, and Scream. Each of you will have a role to play in my own revenge against Spider-Man, among other prizes. When the time is right, I intend to unleash you on Spider-Man and at last remove him from my hair. And in addition I also seek the removal of Venom, the one symbiote being I don't see myself making any good use of."

"But we'll still get to kill Spider-Man right?" Poison asked.

"Assuming your colorful cohorts here don't beat you to the death blow, yes. But the time for that hasn't come yet. No, right now I have a different mission for you."

"And what's that?"

"Hybrid claims to have sensed the emergence of a new symbiote, the spawn of Carnage apparently. You and the others there are to retrieve this symbiote and bring it to me."

"What if it's already gotten it's own host?"

"Isn't it obvious? Convince him to join us, and if he refuses, kill him. No matter what, I will have that symbiote."

Poison nodded. "Alright fine. And _then_ we get to kill Spider-Man right?"

New Goblin smiled and nodded. "But of course."

**Author's Note: Introduced a lot of new characters here, so let's just get right to the trivia:**

**Shathra and Ezekiel are characters in 616 that first appeared in the early 2000s during the John Romita Jr./JMS run of Amazing Spider-Man. Shathra was pretty much exactly the same in 616 as she is here, whereas Ezekiel was more of a selfish, amoral jerk. My version of him is more of a clear-cut ally to Spider-Man.**

**Riot, Phage, Lasher, Agony, and Scream are all actual Symbiote characters that were created in the 1990s when Venom was basically becoming a victim of his own popularity. They weren't exactly great or well-thought out characters, but I figured I could still include them in my Marvel Universe as superpowered flunkies to New Goblin. In 616 they were not artificially grown symbiotes but rather spawn of Venom just like Carnage.**

**Continuing from the above, I thought I'd take the time to point out that this and the previous chapter will likely segway into a Toxin-centric spin-off that will also feature Agent Venom. But that's not coming until later. Gotta finish this story first after all. But hey, this one's almost two thirds done. That's worth something right?**


	10. Growing Closer

Chapter 10: Growing Closer

**Author's Note: Hooray! I'm at the two-thirds mark! Some big developments happen int his chapter too, so I hope you enjoy!**

The City that Never Sleeps was what it was known as. He could see why.

Everywhere Carlos LaMuerto looked people were walking by, busily shuffling about and heading off to do something or another. All of them densely packed like sardines and walking along without any other clear aim or purpose. And the buildings too. Tall, massive things covered in so much glass. Grand, majestic, and from Carlos' standpoint just a bit ostentatious.

In all it was a pretty far cry from how _he'd_ grown up. But then that had been a life of poverty and weakness. Now Carlos was strong. He had grown beyond his humble beginnings, so perhaps then it was only fitting that he have a stomping ground that was grander than what he had lived in previously.

Not that he had come to New York City for a change of scenery though. No, he had come here as a sort of precaution. His homeland was finally growing a backbone and efforts were being made to improve his native Mexico. Looking at much of the country one wouldn't have guessed that, but even so, a push was being made. And thus it paid to have a place Black Tarantula could retreat to if ever his homeland ceased to be a valid source of profit for his drug empire.

But then why New York specifically? There was a reason for that too. This was the place the latest champion of a bloodline that rivaled his own called home. This was the place where the Spider-Man resided. The natural rival of his own bloodline. A rival and with any luck, a worthy foe for his own power and fighting skills.

_But then there's only one way to know for sure. _Black Tarantula noted. _The Spider-Man's skills pitted against my own. We shall see who emerges the victor._

-X-

He'd seen her.

There, in her costume with her green eyes still shining through her mask. Her white hair looking as immaculate and magnificent as ever and her face the same. He'd seen her when he thought he was going to die, doomed to become food for an astral predator. Hers had been the face he'd seen when he feared it was the end and he would be moving on to either his rewards or else infinite nothingness depending on whether or not there was an afterlife. Not Aunt May's face, not Gwen's face, not Uncle Ben's face, but her's. Felicia Hardy's. The Black Cat's. Two names for one woman.

But what did he take away from this? Ultimately there weren't too many different things he _could_ take away from it. That hers had been the face he'd seen told him that he truly did care for her. More than cared for her, he loved her as she loved him. Perhaps not in the exact same way, but his love for her was there all the same. And any doubts he had as to how sincere or intense that love was were laid to rest by this fact. More and more he could not stop thinking about her. Thoughts of her sensual, ruthlessly arousing and sultry personality, the kindness she'd shown him when he desperately needed it, and how far she had come from her early days as a cat burglar all filled his mind on a regular basis. So too did images of her beautiful face and body both. Images that he found he would not force out of his head even if he could. He liked them. Loved them even. For after all, they were an extension of her.

Spider-Man also couldn't help but remember something Black Cat had said to him not long after learning he was with Mary Jane…

_"Spider...just know that, if things don't work out between you and the redhead or whoever else, I…" Black Cat, who had now inched very close to him and was whispering in his ear, paused. Realizing what she was doing, she backed away a bit._

_"Thanks Cat." Spider-Man had replied, adding before swinging off: "...you'll be the first to know."_

And funny enough, things _hadn't_ worked out between him and Mary Jane. But then by the time they hadn't it had been five years, and Peter had apparently forgotten about Felicia's lingering feelings for him. He had convinced himself that their former love had definitively become a thing of the past, never to be revisited. But then Black Cat kissed him after the crisis with Harry and the Hobgoblin and all of a sudden Peter was reminded of how her love for him had never come close to going away. And now he in turn had to decide where he stood with her.

This very same dilemma had been present a few nights ago as well, before the whole business with Shathra and Ezekiel. And thinking about that made Peter in turn think again about how, when it seemed as though Shathra was going to kill him, the person whom he thought of most was Felicia, and what would happen to her when he was gone.

_"Admit it Spidey…"_ his inner thoughts goaded. _"...you so have the hots for the Black Cat again."_

He did admit it, at least to himself. Would he admit to her? Would he act on his feelings and take a chance with her again?

-X-

_"Admit it Felica…"_ Black Cat's inner thoughts goaded. _"You are **so** crushing on Spider-Man again. **And** Peter Parker this time."_

It was true. She was. She had always loved him and always would, but ever since their kiss over six months ago Black Cat's feelings for Spider-Man had been reignited in full like an inferno, and returned her to a state similar to what it was when they were together.

Together. Those were the good years, when they fought side-by-side as partners in every sense of the word and Felicia didn't have a care in the world. To her every problem would just magically go away after a while and she and her Spider-Man would be together forever.

Some dream that had been.

_"Why did I ever let this guy go?"_ she lamented. _"Why was I so young and stupid when we first met? I'd give anything for us to have one more chance together…"_

-X-

Carlos still remembered what life had been like before the tarantula.

_His house was a painfully small one. The air hot, oppressive, and stinking at all times. The wails of his infant sibling and the bratty shrieks of his other siblings ringing in his ears along with the arguing of his parents. The pitiful sight of what little they had and how he was forced to confront this truth every day of his life._

_Before the Tarantula, Carlos was a skinny, underweight, and completely non-physical child. His one older sibling mocked him for this, as did his father. "Little one" they called him on the good days. "Pathetic" on the bad ones. "An Embarrassment". "One of the girls". And other similarly demeaning labels._

_He'd first encountered the tarantula during one of the days when he sought solitude. His chest burned and he heaved and gasped for air as he always did, only able to run for a short while before his complete lack of stamina caught up with him and he became so slow he could hardly walk, never mind run. Bruises clung to his skin from where he'd been struck by family and peers alike, and sweat covered every inch of his body courtesy of running in the hot sun of Mexico._

_And there it was._

_Nestled next to a rock was a large, black-furred tarantula that was the single biggest spider Carlos had ever seen. Common sense dictated that he stay away from it, but there was something about the tarantula that instead had an enthralling, enticing effect on Carlos. He moved closer to it. The Tarantula seemed to take notice, as it in turn began to move towards him._

_To this day he was not entirely sure what had compelled him to reach out with his hand and let the Tarantula bite it. What force was behind the enthralling effect the Tarantula had on him. Was it simply because he had been a simpleton? Perhaps he had wanted to die and thought the Tarantula's poison could give him the escape from his miserable existence he sought. Or perhaps it was because even then he sensed the incredible power the Tarantula had to give him, all with a bite._

_In any event, the end result was the same. It was not poison he got from that tarantula but power. He felt it the moment he woke up. Muscles were now there where they hadn't been. His arms and legs had gone from twigs to trunks, and his chest featured muscles almost as big as his head. And the change went beyond just that. The heat no longer bothered him quite as much, his skin having become toughened. When he started to walk, to move again, he found he could run just as well as he could before fatigue had taken him. In fact, he was running faster. Much faster. It took him only a few moments of basking in his new strength and speed to deduce that the Tarantula's bite had been the cause._

_"The power…" he had mused. "Such power...power to be strong. Yes, strong. Never weak. Never will I allow myself to be weak again."_

_And such was the beginning of his transformation into Black Tarantula. And in all the years that followed, amidst all of the fighting, all of the deal making and alliance building, all of the drug trading, Carlos held true to his vow. Never again would he be weak. Never again..._

-X-

_She still remembered when they had first met. Well, not a first meeting really, but they had seen each-other. They'd locked eyes and his face had gone completely red. She smiled at the sight. They had both been small children back then. She hadn't yet become the Black Cat and he certainly had not gained any of the confidence and courage he would have later in life as Spider-Man._

-X-

_He still remembered when they had first met. Not much of a first meeting. Just him walking by one day, a day so long ago it had been before his parents had left him as a small child. He had been walking idly by one day, until he saw her and stopped dead in his tracks. She had been the single prettiest girl he'd ever seen, with stark white hair and piercing green eyes. Not the sultry vixen she would become granted, but still pretty all the same._

_"Mom, dad" he had said later that day. "I saw an angel. And she looked back at me."_

-X-

As it was, Spider-Man wasn't surprised when Ezekiel made his presence known to him once again. Shathra may have been dealt with, but the old man had emphasized that were other predators out for Spider-Man's head. Not to mention that Ezekiel had also mentioned in their first meeting that he had taken a vested interest in him and had been watching him for over a decade.

"I see that you're doing well." Ezekiel noted matter-of-factly.

"Yeah, I'd say my not being a big helping of demon-spider-wasp food means I'm doing pretty good." Spider-Man said in a sardonic tone before sighing and continuing: "Let me guess: the other predators are here now?"

"One is yes. And in the case of this one I am not so well-equipped to help you, for I know of this particular one only by reputation. Lucky you though, I know somehow who _can_ help you. Follow me."

The older man's words were ones that Spider-Man was not naturally inclined to take for being sincere, but in light of how his spider-sense was not going off and also how Ezekiel had saved his hide from Shathra, he still decided to trust the previous spider anyway.

As Ezekiel took off on his own web-lines Spider-Man followed him, as he did silently impressed by how spry the older man was. As he navigated New York on his webs with almost as much grace, speed, and fluidity as Spider-Man himself, it was clear that his old age was not too great a hindrance for him. In fact, he seemed to wear his 77 years much better than men who were half his age.

The two spider's swing went on for what seemed a long time, before at last Ezekiel took Spider-Man to a spire the web-head had seen before but had never previously paid any attention to. Entering through a window, Ezekiel led Spider-Man inside the building. As they made their way in, Spider-Man caught on to how this was Ezekiel's home.

"So…I take it you live here?"

"Yes. The whole tower is mine in fact."

"Wow. Are you secretly Tony Stark's grand-pappy or something?"

"My fortune is in no way connected to Tony Stark's." Ezekiel replied humorlessly. "Come. My other guest is expecting you."

"And...who is this 'guest' exactly?"

"_No need to be skeptical Spider-Man._" an old woman's voice rang in his head.

"Madame Web?" Spider-Man's eyes widened in surprise behind his mask. "You're in on this too?" Spider-Man didn't bother looking around for the old woman who had helped him a few times in the past, including once against the Juggernaut. He knew that she wasn't really there, rather she was communicating with him telepathically the way she had in the past.

_"I am pleased to see that you were able to overcome Shathra. I feared that the Spider-Wasp would be powerful enough to kill you." _Madame Web continued, her elderly voice ringing in Spider-Man's head as though it was his own inner thoughts. Not the funnest experience, but after a few times of doing it with both Madame Web and also the X-Men's colorful collection of telepaths, Spider-Man had learned to live with it.

"Hey come on MW, show a little bit more faith in the old Spider-Man...although I gotta admit, I was kind of worrying the same thing for a little while. But Ezekiel here came through in the end and saved my hide."

_"You will not be able to rely on his assistance this time."_ Madame Web warned. _"This new foe out for your blood is one that he has never encountered before and has no experience with."_

Spider-Man nodded. "Yeah, he said as much to me already."

_"Fortunately for you, I possess some knowledge on this foe. His name is Black Tarantula, and he is the latest representative of a bloodline that runs parallel to the Spider-Bloodline you and Ezekiel come from."_

"So we're still pushing the whole 'I'm part of a Spider-Bloodline' stuff huh?" Spider-Man shook his head. "Alright fine. So this 'Black Tarantula' is part of a different bloodline?"

_"Yes, the Tarantula blood-line. And he's come here to New York to challenge you."_

"Wow, he came all the way to the Big Apple just to see little old me? I'm flattered."

_"This is no joke."_ Madame Web cautioned sternly. _"Black Tarantula is a formidable foe. He will be able to match you on all physical fronts, and is also cunning and resourceful as well."_

"You seem to know an awful lot about this guy…"

_"I told you, I know of this threat. I made it my business to know. Take my warnings to heart Spider-Man. Black Tarantula will not be a foe easily overcome, even with my help."_

"And how do you plan to help me specifically? Or is all of this info on my latest boxing partner the help?"

_"Part of it. But just as I know Black Tarantula's strengths, I can also educate you on his weaknesses."_

"Which are?"

_"For starters he is a more nocturnal creature. This means you can expect him at only a set period of time. He is also the head of his own criminal empire, and he must also devote time to managing his resources and assets. He will not be able to devote all of his time to you therefore, unlike Shathra, who would have pursued you until one of you died and did. Third, his criminal empire remains important to him. If you could somehow threaten it's continued safety and prosperity, he might choose to call off the hunt...or become even more determined to kill you. You will have to tread carefully with that last one."_

"No kidding." Spider-Man said. "So just to run down what I know so far, I've got to face down some really badass criminal mastermind who's strong and fast enough to fight me to a stand-still." Spider-Man shook his head before muttering sarcastically: "Piece of cake."

_"Remember what I've told you"_ Madame Web insisted before adding: _"Use the city to your advantage as you did with Shathra. Black Tarantula is not native to New York and will be less familiar with it. Exploit that. Exploit any and every advantage that you can. And remember, if you could somehow get Black Tarantula's kingdom at your mercy, you could blackmail him into calling off the fight."_

"I tend to not be big on blackmail, but in this case I may just make an exception. And I think I know someone who can help me with it too. Someone I've been meaning to talk to again in fact."

-X-

_She still remembered the first time they had **really** met. She didn't know if he still did or not, but she remembered. It was not long after her first meeting with him that they finally got to talk to one another. Once again, his face was red and he was completely tongue-tied._

_"Hi…" he'd finally managed to say awkwardly. "My name is Peter." No sooner had he sheepishly given his name did Felicia smile at him. "Hi. My name is Felicia."_

-X-

_He still remembered the first time they had **really** met. He was surprised that he still did, as it had been so long ago, and by the time he'd seen her again he hardly remembered her as that same girl from his home in Queens. But that white hair and those green eyes could not have belonged to anyone else, and as he had been searching through the memories of their past encounters and experiences with one another, this one amazingly came up as one of the oldest._

_"That's a nice name." Peter had said after first learning Felicia's name, again awkwardness permeated his tone. His nervousness was so transparent he was grateful that no other children were around to watch, as they would have inevitably made fun of him for it._

_"Thanks." Felicia had said pleasantly. "Peter's a nice name too."_

_A pause. Neither one seemed to know what to say next. But it was not surprising that Felicia was the one who broke the silence, Peter being as hopelessly tongue-tied as he was._

_"Do you want to go to the park?" she asked off-handedly._

_"The park?" Peter asked uncertain._

_Felicia nodded. "The park. My daddy takes me most of the time, but I know how to get there and back. I can go by myself. You wanna come?"_

_"Well, uh...I should probably tell my parents…"_

_"Don't worry, I know the way. I can take you there and back without a problem."_

_"But my parents might get worried…"_

_"Alright, have it your way. I'll be playing in the trees if you do come."_

_And then Felicia ran off to the park. Peter was all set to go back to his parents, but something instead compelled him to chase after Felicia, even though he knew he would almost certainly get an earful from his parents later on. But he couldn't help it. He was drawn to Felicia, like metal to a magnet, only nowhere near as cold or lifeless as those two things. No, this was an attraction filled with emotions, even if Peter didn't fully comprehend the nature of his feelings at the time._

_He went to the park, and she did indeed climb the trees, hanging upside-down from her legs on a large branch._

_"You should come down!" Peter called out. "You'll hurt yourself!"_

_Felicia laughed, her laugh sounding so breezy and unconcerned, very different from the laughs of other children her age. "Oh don't worry. I always land on my feet. Daddy says I'm just like a cat."_

-X-

Black Cat found her heart fluttering quite a bit when she saw Spider-Man standing outside of her penthouse waiting to be let in.

"Spider. I have to say I'm pleasantly surprised. This a social visit or something more serious?"

"The latter." Spider-Man said bluntly and wearily. "I need help taking down someone's criminal empire or at least hurting it enough to threaten him."

Black Cat chuckled in response to this. "That's a pretty tall order. What's the occasion? Kingpin back to cause more trouble?"

Spider-Man shook his head. "Nope. New guy called 'Black Tarantula'. Think the missing link between me and Venom with a little bit of Kingpin thrown in for good measure. At least that's what I've been led to believe. Apparently he's come to New York looking to kick my ass, I kid you not."

"And...you want to hit him where it hurts?"

Spider-Man nodded. "Pretty much. From what I was told by some other friends who know the guy a bit better, he doesn't have too many weaknesses. But his caring about his empire's one of them. So if you and I can find some way to threaten it, I might be able to get him to back off."

"Well, taking down criminal empires tends to be a bit out of my jurisdiction."

"And stealing stuff for SHIELD isn't?"

"Hey, at least with that I'm doing what I've always done best and I get some really nice toys in the process. But this is something different. I don't know if I can do it…"

"Can't you get your new SHIELD pals to help you with this?"

"Well see, just like how this is a little too big for me, it's a lot too small for them. SHIELD tends to not spend much time going after street-level crooks."

"I seem to remember them cracking down pretty hard on the Maggia not too long ago."

"That's because those idiots were dealing with Hydra and AIM. So unless your new friend starts doing the same I doubt I could convince any of my new bosses to give a damn. Sorry Spider, but I think you and I may be on our own here."

"Terrific." Spider-Man said sarcastically before adding: "I don't suppose you could get Iron Fist or the other Marvel Knights to help us either?"

Black Cat shook her head. "Nope. Natasha's still recovering from the fight with Harry and that Green Goblin monster, Daredevil's dealing with the Hand last I checked, and Iron Fist just said he was 'busy'. I guess we could see if Moon Knight and White Tiger are available…"

Spider-Man shrugged. "Why not? I could use some help here if the guy's as bad as they say. But are you sure you can't do _anything_ with the resources you have now?"

Black Cat sighed. "I'll try. But don't get your hopes up. If taking out the guy's criminal empire was that easy, someone else would have done it already."

"Point taken. But still. I've already gotten my clock cleaned a couple times these last few weeks, not to mention nearly been killed three times now. I could do without number four."

"Still not promising anything."

"Didn't expect you to. But still, every little bit counts. And now if you'll excuse me, I really must be going."

"To where?" Black Cat asked. Spider-Man turned back around to face her as he gave his answer: "My weekly training. And something tells me that when Black Tarantula does come after me, I'm going to need it." Spider-Man was about ready to swing off again when Black Cat called out to him: "Spider wait!"

Spider-Man stopped and turned back around to face her. "Yes?"

"I just wanted to tell you that I…" her words caught in her throat and Black Cat cursed herself for her inability to finish her sentence. "I…"

Spider-Man turned back around and pulled her close to him. She returned the embrace and the two of them just stood there for a moment.

"I love you." she whispered. "I always have, I always will."

"I know." he replied. "I've always known."

"Do you still love me?" Black Cat asked.

"I...I do. Yes, I do. I love you Felicia."

"Then be with me. Take me back and let me be with you forever."

"I don't know if I can do that Felicia."

"Why not?" she asked, her tone almost pleading, but still having some strength in it.

"I...it's complicated."

And then, Spider-Man let go of Black Cat, turned around, and swung off.

-X-

_He still remembered the last time they'd met as children._

_He was going to a Middle School close to home, while Felicia was instead going to something a bit more "high class". He hadn't been jealous. Only instead feeling something odd in both his chest and head as he realized that this might be the last time he and Felicia would see each-other._

_"Will I...do you think we'll ever see each-other again?"_

_"I don't know Peter." Felicia admitted. "I mean, my school's pretty far away, so…"_

_"But you won't spend all your time there. You'll still live in Queens right?"_

_Felicia lowered her head. "Well, actually Peter I…" she sighed and trailed off before finally admitting: "Daddy thinks we might be moving."_

_"What?"_

_"Just so our home can be closer to my new school. Or so he says. Personally I think he has another reason, but I didn't push it. I'm sorry Peter, but I don't know if we'll ever see each-other again."_

_"Oh…" Peter felt as though his insides had crumbled away like a ruined castle. Seeing the despair all over his face, Felicia leaned forward and kissed him on the cheek. Peter thought he would faint the second her lips brushed up against his skin, but somehow he retained his composure._

_"Just in case I never see you again." she said._

_"T-thanks Felicia…"_

_Felicia smiled. "Of course. You take care of yourself Peter. No matter what happens, I'm sure you'll do great in school."_

_"Yeah…" Peter said. "...great in school…"_

_Peter and Felicia did not in fact see each-other again after that. Or at least, not again before meeting as their costumed aliases. Her family did indeed move, and she lost touch with Peter as a result. Felicia often thought about Peter, and to her surprise even found herself worrying about him, and how he was doing. In the time she'd gotten to know him she'd found him to be cute in his own way but also astonishingly, unrepentantly, and in her opinion downright comically, shy. So shy in fact that she had come to think of herself (perhaps with just a bit of hubris) as his only hope for self-confidence. She had always been the one to urge him to step outside of his comfort zone and do things that dared to be even just a little bit outside of it. And he always ended up enjoying himself, so long as Felicia was still there of course._

_But he was also kind of a nerd. Felicia didn't mind, as she wasn't **that** shallow. But she knew other kids would not be as tolerant or accommodating. And without her…_

_Felicia always felt guilty thinking about that, feeling almost as though she'd abandoned him._

_"But he'll be fine." Felicia had tried to assure herself, and also perhaps ease her guilty conscience. "He'll be fine without me. Just fine…"_

-X-

Peter arrived at the dojo of the legendary Shang-Chi checking his watch to make sure he wasn't late. Not that Shang would be likely to get angry, but the martial arts master did stress punctuality of being just one of many different virtues that all men should strive to have. And it was also one that Peter had struggled with ever since he first got his spider powers.

Lucky him that Shang was a bit more privy to the exact reasons for his tardiness.

"I take it you were delayed?" Shang asked in a cordial tone as Peter entered his dojo in full, the place completely empty outside of Peter and Shang. The dojo was normally packed with men and women eager to learn martial arts from the self-styled "Master of Kung Fu", but for his more "personal" students, Shang reserved special times of day to training them and them alone. Peter was one such individual.

_And so is Felicia._ Peter thought, remembering how Shang-Chi had been one of Black Cat's martial arts teachers as well, and in particular had helped hone her incredible agility…

Peter blinked and shook his head. Again, she entered his thoughts. And now they drifted to how they shared more than just a martial arts teacher.

"You seem distant today. Don't tell me your lateness is because you've had your head in the clouds all day."

Peter shook his head. "No, no it's not that. Sorry Shang. I was just thinking of someone else…"

"Ah. So it's love then?" Shang-Chi chuckled and shook his head.

"What makes you think it's about someone I love?" Peter asked.

"Mindfulness my friend. I pride myself on having it in abundance. And thusly I can recognize the tell-tale signs of lovesickness anywhere. And you have them clear as a summer day."

Peter sighed. "Alright, you caught me. Yes, I'm thinking of someone I love. Used to be with. Might be getting back together with her but I'm...not sure."

"Afraid the relationship will fail again I take it?" Shang asked, again maintaining his cordial tone.

"Yeah, pretty much actually." Peter admitted, deciding there was no point in evading Shang's questions considering how he would not only be able to deduce the truth without Peter actually telling it to him, but it had also reached the point where Peter was done evading the issue. He wanted to admit it to someone other than himself. He was in love with Felicia Hardy and of course her black leather clad alter-ego. And at this point the fear of his love for her not being enough twice in a row was the only thing keeping him from going after her with all of the romantic love he still had left in him after a decade of disappointments, failures, and losses in that regard.

"Well as I am ignorant to the identity of your would-be lover I cannot say whether or not I think she is a good match for you. So instead I will simply wish you good luck in those pursuits. Now then. I believe it's time to start training."

Peter nodded and mere moments later he and Shang were already trading blows with one another. Nothing serious of course, as it was not a real fight. But that didn't mean either one was completely slumming it either. Especially since right before their sparring session began Shang had Peter inhale some fumes that dulled his Spider-Sense courtesy of a special compound Shang had made for that very purpose. "To help you rely more on your muscles and skill than your precognition" Shang had told him the first time he'd done it. By this point Peter had learned to deal with the temporary removal of one of his key powers, able to dodge and evade every attack Shang said his way without any assistance from his Spider-Sense.

Back and forth it went, Peter putting what Shang had already taught him to good use. His speed was such that he managed to land a few hits on his teacher, holding back significantly so as not to wind him with just those few blows. Shang of course replied in kind, all the while keeping Peter well on his toes, the two jumping about and circling around one another continuously. It was almost, Peter noted, akin to a dance, but with a decidedly different goal in mind than entertainment.

"Remember; your unorthodox ways are an asset in battle. Capitalize on them. Do not be rigid. Be flexible."

"Right." Peter said, ducking under another attack.

"Don't pay so much attention to my footing you neglect your own." Shang continued, nearly tripping Peter with a sweeping kick that he only barely avoided. With his spider-sense gone Peter had to operate solely on both observations and instinct.

"Always stay on your toes. Do not remain rigid. Speed is your other asset."

"I know that at least." Peter remarked bluntly as he dodged another series of blows from Shang. Peter sent one of his fists shooting forward but Shang caught the fist in his hand. Throwing Peter's arm to the side and began to counter-attack, and Peter back-stepped to avoid the blows.

"My Spider-Sense really would come in handy..."

"No. That is a crutch. A barrier keeping you from realizing your full potential."

"That "crutch" has saved my life more times than I can count. I can't just toss it to the wind. It's useful. Really."

Shang shook his head. "Very well. If you insist on maintaining your "Spider-Sense" then I shall help you to improve upon it. To expand it and make it so that it ceases to be shackles and instead become your greatest asset, allowing you to know your opponent's every move before even they do."

"Sounds good."

"But remember: your warning sense is no substitute for true skill and the potential you do have. That must be realized before you can turn your crutch into an asset. Do you understand?"

"I think so...I can improve my Spider-Sense but I first need to get better at fighting to do it?"

"Fighting is only a part of it. I will continue to train you and test you in every physical manner there is. And when I am done, your "Spider-Sense" will improve naturally on its own. It will have no other choice. The only alternative would be to renounce it completely, but as you have already made clear that you wish to keep it, we will instead allow it to improve and expand."

"Alright, when do we start _that_?"

"We can start right now if you so desire."

Peter seemed to consider for a moment before breaking off the attack and nodding. "Alright. I'm ready for whatever physical tests you have in store for me."

"Are you really? Well then, let's get started."

-X-

_She still remembered when they'd first met as their alter-egos._

_She had already been moonlighting as the Black Cat for a few months by that point. Mostly stealing from the richest of New York's citizens and mostly for fun. A lot of the loot she took went uncashed, mostly to avoid it being traced back to her. Some of it was though, and it ensured that the already well off Felicia Hardy only became more well off. She knew she was taking incredible risks, and in all honesty stupid ones at that. But she loved the thrill. Needed it in fact. Anything to get release after what she'd experienced and then being cheated out of revenge against her attacker. Whenever her conscience started acting up, Felicia would give the money made from her thefts to the poorer residents of the Big Apple, playing Robin Hood in essence._

_"I steal from people who can afford it." she told herself. "What's a few hundred grand or even a few millions to these kinds of people? Anything I take from them won't be any skin off their backs."_

_But that night, that night was different. That night she was stealing for someone other than herself._

-X-

_He still remembered when they'd first met as their alter-egos. It had been just a year after Gwen's death, and the scars were as fresh as they had ever been. He felt lost, often. When he did things he felt as though he had no control over his body. It felt almost as though his life had stopped being real, instead feeling more like a dream. Like he was watching himself. The numbness was the only way he could survive and function after losing Gwen. Every night he'd be haunted by the nightmares of her death, and how he feared that he himself had accidentally played a part in it. That was the worst part. That Gwen's blood was not on the Green Goblin's hands but on his own._

_Whenever he did feel anything, it was rage. Pure, total, unceasing rage. It showed in his fighting style. It became harder and harder to reign himself in, and he feared that he would lose control altogether. By the time he'd met her, he seemed to have been getting better, but the darkness in his heart was still there, just waiting for someone, or **something**, to bring it out. Something that he would meet in the same place where he first met her._

_It was still a crystal clear image in his head, the first time he'd seen her in her very first catsuit, her "classic" look in essence. It was the black leather that clung to her body as perfectly then as it did now, the one thing being that this catsuit had been given a finish so as to shine, something she'd later abandoned due to being impractical for someone who favored stealth. Her suit was low-cut, same as the later ones, exposing just enough of her cleavage to be enticing, to tease, to lure one in, without trying too hard or going all out. White fur lined this same area of the costume, and also circled around the white boots and gloves. A black mask covered the upper part of her face and nose, with only her green eyes showing through. The curves on her body demanded his attention, and her long, flowing white hair looked to his eyes as though it had come straight from an angel._

_Simply put, she had been rivaled only by Gwen and Mary Jane as the single most beautiful woman he'd ever seen, and even then there was something to her that the other two lacked. Where those two had been more down to earth, certainly much moreso than he was due to his particular secret life, this woman by contrast was more exotic, dangerous even. He could tell simply by looking at her. Of course his coming to this conclusion was helped quite a bit by how she was in the process of committing theft, which in turn had caused him to think: why the **hell** did she have to be a criminal?_

-X-

Spider-Man had to admit, Shang's specialized physical training had been interesting to be sure. Being in a room so dark he couldn't see his own hand in front of his face for an extended period, having to dodge blowguns being fired at him from all directions at once, having to evade sneak-attacks by Shang every ten minutes. It was a taxing experience to be sure, and now that it was done Spider-Man was hoping to just get to relax.

Unfortunately for him, it was that night that Black Tarantula was going on the hunt for him.

Spider-Man's spider-sense started to go off again and he felt about ready to cry out in pain. It had been going off so much during Shang's efforts to improve it that he now had a splitting headache. The last thing he wanted was another tingle, and especially when this one packed quite a punch.

Spider-Man looked around but could see no sign of any danger. Not about to take chances, Spider-Man kept swinging, as he did hoping that if something did come his way his lost stamina came back soon. Truth be told his legs were a bit sore too from all of the dodging and evading he'd had to do.

_If my training with you gets me killed tonight Shang, I swear my ghost is coming back to haunt you._

Again, Spider-Man looked around, but he saw nothing. His spider-sense continued to buzz though, his head feeling like someone had taken a battle-axe right to it's top. Finally deciding he needed a break, Spider-Man went to the top of a nearby building and let out a sigh as he silently hoped that whatever it was that was out for his head this time just showed itself already. At least then his headache would go away.

_At least until whoever my latest foe is starts punching me in the face._ Spider-Man thought sourly.

As it was, his Spider-Sense saw fit to buzz one last time, this time the most pronounced of all. Turning around, Spider-Man at last saw his opponent: a towering man easily over six feet in height and by his own estimations seven feet. He was clad in mostly black from head to toe, with the collar and cuffs of his leather jacket both white. The latter transitioned to white "squares" over the top his black gloves, which reminded Spider-Man of the gloves one of his black costumes had had. Really the man's appearance period reminded him of his black costumes, as well as Venom. Indeed, a white spider logo adorned the front of the man's otherwise all black mask. Spider-Man didn't need to look at him for too long before he realized…

"Black Tarantula."

The bigger man nodded. "Yes indeed. I am impressed. Either my fame precedes me, or you are more knowledgeable of the world beyond your New York than I gave you credit for."

"Neither. I was told about you by some friends of mine."

Black Tarantula sighed. "Eh. Well, at least you're honest I suppose."

"And that's gotta count for something right?" Spider-Man asked as he got back to his feet before asking: "So, Black Tarantula...where you from?"

Black Tarantula sighed. His foe was indulging in small talk of all things. Not a terribly professional thing for a supposed heroic champion to do.

"Mexico if you must know. Now then, I'd rather skip any formalities. Show me what you can do Spider-Man. I expect nothing but the best."

Next thing Spider-Man knew Black Tarantula was bearing down at him and punches were flying every which way. The fight started so fast it made Spider-Man's head spin as he tried and failed to keep up with his larger foe, and received several punches to the stomach and chest for his troubles. One punch managed to his him square in the head. Spider-Man found himself seeing stars and only barely moved out of the way of the next attack. Black Tarantula followed it up with more attacks, but by this point Spider-Man had adjusted to his foe's speed at least somewhat, and was able to dodge the attacks as they came, side-stepping, ducking, and leaping when needed.

Eventually, Spider-Man managed to find a small opening and exploited it, his arm flashing like lightning and impacting with Black Tarantula. After dodging again, Spider-Man struck out a second time, and once again he managed to land a hit. Now becoming more comfortable and familiar with his foe's speed and attack patterns, Spider-Man settled into a pattern of his own. He ducked and weaved out of Black Tarantula's furious blows as they came, and every so often let out a few quick strikes of his own.

It went on that way for what seemed a long time. Spider-Man caught on to the fact that much like Kaine, Black Tarantula's towering and muscular physique made him a big target if nothing else. With both that and Spider-Man's speed, the hero could hardly miss, but also like Kaine, none of Spider-Man's blows seemed sufficient to bring Black Tarantula to his knees.

Another punch shot forwards in a shadowy blur, and again Spider-Man found himself struggling to evade the blow. He tried to continue circling, letting out a punch or kick every so often as he did, but Black Tarantula showed he could turn just as quickly, easily keeping Spider-Man in sight. If anything, Spider-Man was having trouble keeping track of Black Tarantula's movements, not the other way around.

More strikes followed. Spider-Man found himself unable to both count them and stay on the evasive at the same time, something that did not hold true of most other people he fought. Even Shang-Chi hadn't gone this fast in his training sessions with Spider-Man, or for that matter many of Spider-Man's other foes.

Spider-Man threw a punch of his own, one Black Tarantula avoided easily. Spider-Man tried to mount an offensive, throwing punch after punch, kick after kick with all of the speed and precision he could muster, but Black Tarantula evaded almost half of the blows, and seemed to shrug off all of the others.

_Guy's built like a solid brick wall. No, scratch that a **steel** wall. It's starting to hurt to just **punch** the guy. Moves as fast I do too. Not a great combination._

Spider-Man found himself being forced back again, ducking and weaving to avoid the attacks that he could, but it seemed that more often than not Black Tarantula's gloved fists were able to collide with brutal force. Spider-Man could almost feel his flesh ripple and his bones shake as Black Tarantula continued to pummel him, each hit only inspiring him to try harder and harder to avoid his foe's attacks. No easy feat.

More blows followed. This time Spider-Man managed to get lucky and spun away from the blows without incident. Black Tarantula kept up his pursuit, giving no quarter as he continued to move and fight with such speed that Spider-Man would have been genuinely impressed if he weren't on the receiving end.

_Who am I kidding? The guy's even faster than **I** am…_

Another punch came, and this time Spider-Man didn't dodge in time. As he was knocked backwards by the force of the blow, Spider-Man found himself thinking: _"__Stronger than me, faster than me, and probably can take more punishment than me. How the hell am I supposed to beat this guy?"_

-X-

_She still remembered their first "dance". This was not a dance done to music, or even really any kind of dance that most any normal couple did. No, this was a dance that was a bit more...'unique' to them._

_She had had no trouble infiltrating the building. As a place that housed scientific research and experiments rather than gold and jewels the security measures were, in a word abysmal. Black Cat had bypassed the tripwire lasers without any hassle thanks to her goggle's infrared vision along with her grappling hook and zipline, and then used one of her hacking devices (one that had cost her most of what she had earned to get in the first place) to bypass the security codes and get to the prize that lay within the storage tank._

_She had been all set to steal the moving black slime from it's containment tank and send it off to the rich (and crooked) scientists who wanted to study it themselves and exploit that which it had to offer. But then just as she was opening the containment tank **he** had shown up._

_"Whoa there lady. No touching the exhibits. It's against store policy."_

_Black Cat chuckled at Spider-Man's witticism before turning to face him in full. "Well, well, well...if it isn't 'The Amazing Spider-Man'."_

_"The one and only." Spider-Man said as he closed the distance between himself and Black Cat. As he did though, he paused, stopping to take in her appearance now that he got to see it in detail. Black Cat remembered bursting into a wide smile. She'd been waiting for someone to take notice of her appearance the way he was. To see a man look upon her body with longing and want, rather than to be repulsed by it after what had been done to her. To feel desired rather than dirty, that was a prize in itself for her._

_"Uh...um...look, lady whoever you are, I'd rather not hurt you…"_

_"Aw, that's so sweet of you really." Black Cat had purred in a voice that's sultry and almost mocking undertones betrayed the seeming innocence of her choice of words. Indeed, she followed it up with an attack that Spider-Man ducked to avoid._

_"...but the Black Cat can take care of herself."_

-X-

She hadn't managed to take down his criminal empire. Not even leave a single dent in it. But she had managed to get a general idea of where in New York City he was.

Making her way through the city via her grappling hook, Black Cat kept her emerald eyes peeled for any sign of Black Tarantula or Spider-Man. She wanted to be able to track the former but was hoping she ran into the latter instead, not liking her chances against Black Tarantula based on what Spider-Man had said about him, and also what Black Cat had managed to dig up on him herself.

She kept swinging through the city, looking this way and that. But everywhere she looked she saw no sign of either Spider-Man or Black Tarantula, and the more time went by without her seeing either of them, the more strongly Black Cat's heart pounded, the more her anxiousness grew. She looked about frantically, desperate to find any sign of either of them.

Finally though, as Black Cat continued to swing about looking for either Spider-Man or the man out for his head, she came upon in the distance what looked to be two figures fighting. Of course, they moved so quickly that her eyes struggled to keep up, but all this did was confirm in Black Cat's mind that it was the fight between the two superhumanly fast men that she was looking for. And it was then that Black Cat went closer to the scene of the fight, as she did realizing with horror that the red and blue blur was being forced back and more, and seemed to be slowing down.

_No! Hang on Spider. I'm coming..._

-X-

_He still remembered their first fight. She'd made the first move, and even with his spider-sense he was still very nearly taken by surprise and tagged, so consumed was he by his overpowering attraction to her. Looking back on it, Spider-Man suspected that the reason why it had been so potent and why he'd been so helpless against it was because it had been so long since he'd allowed himself to feel this way about any woman. Just a few months without Gwen had seemed to be so much longer than that, and he'd felt dead inside for so long, that to see such an aggressively sultry woman up close...it had reawakened something inside him. That overpowering desire to **feel** again, even if it was just a fleeting, lustful attraction or else a brief flirtation, an exchange of banter. Even that would suffice to quench his thirst for feeling._

_And it showed too. For the first time since Gwen's death he'd felt like Spider-Man again. Before, his sense of humor had evaporated, and he was strictly business and dead serious at all times in and out of costume. But now, in this one moment he was himself again. And he loved it._

_"Easy there Catwoman. I'm not into foreplay."_

_"Black Cat had burst out laughing at that, her laugh so different from Gwen's and yet just as pleasant to hear. "It's '**Black Cat**' wise guy. The best cat burglar you'll ever meet. Not to mention Black-belt in Judo and Karate and the Taskmaster's star pupil."_

_"You went to old skull-face's school for badass mercenaries to learn how to fight?" Spider-Man asked in a disbelieving (and also somewhat derisive) tone as he continued to effortlessly dodge all of Black Cat's attacks. "...then you **must** know some good moves."_

_Black Cat's crimson lips formed into a naughty, teasing smirk. "Oh, you have **no idea**."_

_It had been the most fun he'd had in a very long time. Even with him struggling as he did to keep himself from just completely undressing Black Cat with his eyes, Spider-Man was still able to dodge the attacks of his opponent with ease and thus was in no real danger from her, which in turn allowed him to be even more casual, laid-back, easygoing, and in this particular instance flirtatious than usual without fear of being punished for it. He also suspected that Black Cat was slumming it too, as she was also clearly enjoying their back and forth banter._

_"So what's your interest in the alien slime from outer space? Somehow, you don't strike me as the kind of gal who just steals rare, unnamed alien lifeforms for fun."_

_"You're right, I'm more into stealing bright shiny things or alternatively a nice art piece or two. But this is my first, shall we say, 'mercenary' venture. Taskmaster would be so proud of me right now."_

_"Ah, so you're stealing it for someone else then? Boyfriend perhaps?"_

_Black Cat chuckled. "Not exactly. More some scientists who don't like to talk except through encrypted email that offered up quite a few zeros to steal that living ink puddle for them. Probably to do some weird experiments or something like that on it. I didn't really inquire too much into their reasons after I realized they didn't seem to like talking to me."_

_"Well, that's their loss."_

_Black Cat giggled, and the sound of it made Spider-Man's heart race and more than anything else threatened to unbalance him. "I gotta say Spider, with those powers of yours you're putting me and all my training with the Taskmaster to shame. Ordinarily I'd be hurt, but instead I'm kind of turned on. I like a man who can keep up."_

_"I think I'm more leaving you in the dust actually." Spider-Man teased. "Sure you don't want to call it quits?"_

_Black Cat laughed. "Nah, I'm good."_

_Now, by this point in time the fight should have been long over. Even granting Black Cat's ability to dodge his webbing when he shot it at her, his speed, strength, and agility were such that he could have easily overpowered her a dozen times over by this point. But he hadn't made any serious attacks against her, instead holding back quite a bit of his speed and strength for two reasons: the first was that he was enjoying their exchange far too much to want to end it, and the other reason was that he simply had no strong desire to hurt this woman the way he was willing to hurt most every other person he'd ever fought before or since. She was special._

_Eventually though, he recognized that he needed to end it. They couldn't keep up their dance forever. He'd probably let it go on for too long as was. Thus, in a near-blur like motion that represented what he was really capable of as far as speed went, Spider-Man closed the distance between him and Black Cat, grabbed her, and forced her up against the wall._

_"Sorry kitty, but playtime's over. I can't let you take that alien."_

_Black Cat's pretty face took on a pouty expression. "Didn't you like our dance?"_

_"I, well...I…."_

_He had paused. He realized that it would be nothing short of a complete and total lie if he had said no. So instead he nodded and added: "...but that doesn't mean that I can just let you walk away. You're still a criminal, and being a superhero, I kind of need to do what superheroes do to criminals."_

_Black Cat's red lips again formed into a smile. She brushed her body up against his, pressed her chest on his, and began to grind up against him in a rather aggressive manner. "And what do superheroes do to criminals exactly?" Black Cat asked, her tone mysterious and alluring, like a siren's song._

_"Don't play dumb, you know exactly what we do."_

_"You're not really going to let them take me away are you?" Black Cat asked, again her face becoming a pouty one as she continued to brush her body up against his in a suggestive manner._

_"I...I have to…" he had said it, but his words didn't have any conviction. He was stammering, and he felt light-headed, also feeling hot inside his costume all of a sudden. She smiled, and he felt his focus slip away even more. Soon, he had relaxed his grip on her enough that…_

_Black Cat pushed him backwards and shot out a grappling hook of hers at the window from which she had first entered the building. Zipping through the air on it before reaching the window, Black Cat blew Spider-Man a kiss before taking off, with Spider-Man in turn taking off right after her. As he did, he failed to notice that the symbiote that had been earlier freed from it's containment tank had by now latched onto him, integrating with his costume and mixing seamlessly into it._

_And that in turn had begun both his first chase with Black Cat, and his first night with the symbiote._

-X-

By this point in time, Spider-Man was staggering, and panting as he felt bruises all over his body and his costume was pretty much drenched in sweat and sticking to his skin. It had finally reached the point where he wasn't sure just how much longer he could go.

_At least the Spider-Sense headaches went away._ Spider-Man thought.

Not that Black Tarantula had in any sense come out unscathed. Part of his leather jacket was now torn, and so was part of his mask. And though he continued to stand without staggering, he was hunching a bit, lowering himself as Spider-Man could hear his deep, heavy breaths, the bigger man panting from inside his mask same as Spider-Man.

"You fought well." Black Tarantula conceded. "When I saw how small you were I almost expected this to be an easy win. Evidently I was wrong."

"Yeah, you were." Spider-Man said, trying desperately to maintain his bravado even though he felt about ready to collapse. And especially so when Black Tarantula began drawing closer to him.

"...but unfortunately, I came here to claim a victory over my totemistic rival. And I do not intend to walk away empty-handed."

Black Tarantula continued to advance before suddenly whipping around and grabbing the arm of Black Cat before she could successfully slash at his back. She screamed and struggled fiercely to break free, but Black Tarantula's grip was like iron and he would not let go.

"Do not take it personally _seniorita_. Not many people can sneak up on me."

Black Cat continued to struggle, all the whole glaring angrily at Black Tarantula. "You stay the hell away from him!" she growled, in a tone that Spider-Man for one was left taken aback to hear her use.

"Ah, so the _Gata_ has come to the defense of her man eh?" Black Cat snarled in response, her face taking on a hateful scowl that was completely uncharacteristic of her and scared a watching Spider-Man just as much as Black Tarantula himself did.

She tried to slash out with her other arm, but Black Tarantula's own flashed like a bolt of ebony colored lightning, grabbing Black Cat's other wrist and applying pressure. Black Cat clenched her teeth, refusing to cry out in pain even as it became extremely tempting to do so. Had she not been wearing her special catsuit, she suspected the pain (and damage) would be even greater than it was.

"You are strong little _gatito_, much stronger than I expected. Is it that you are more than human yourself? Or has technology simply enhanced you?"

"Go to hell!" Black Cat spat, contempt filling her normally easygoing (and where Spider-Man was involved sometimes flirtatious) tone.

"I grew up in a place close enough to it already." Black Tarantula said bluntly before hurling Black Cat over his head with the kind of effort one would hurl a softball. Black Cat went sailing through the air but through a mix of Olympic-level acrobatic skill and her specialized catsuit was able to recover and like her namesake land on her feet.

"I have no interest in striking women." Black Tarantula said simply. "My only business is with your _arana_."

"If you want him you'll have to kill me first."

"I admire your loyalty." Black Tarantula noted before turning to face Spider-Man: "Your gatito is fierce. Spiteful. Fiery. Sultry as well. I'd say you made a fine choice in mate."

"She's not my…" the last word of the sentence caught in Spider-Man's throat and he couldn't finish the sentence. As he saw Black Cat stand there, claws bared and ready to die for him against someone who she knew full well she didn't stand a chance against, Spider-Man realized just how deep her own love for him went. And he realized also how compelled he felt to repay that love with something just as strong.

"...leave her out of this." Spider-Man finished instead, rising back to his feet as he did, though it was painful to do. "Like you said, your business is with me. So keep it that way. Leave Black Cat out of this."

"But of course." the bigger man said in a civil tone that betrayed his complete willingness to murder his opposite number on the spot. But then he wasn't the first villain with a cordial tone that Spider-Man had fought. Doctor Octopus and Kraven the Hunter had both had a similar air of sophistication and affable nature, one that made them no less dangerous. And Black Tarantula for his part had proven to be just as adept at giving Spider-Man a sound thrashing, if not moreso.

But as Black Tarantula drew closer to finish the job, Black Cat called out to him: "Before you go any closer, you'll want to know something first. It's about your business here."

Black Tarantula turned around to face Black Cat. "What of my business?"

"I happen to be with SHIELD tough guy. And you want to know what that means? It means that I just decided that your criminal empire doesn't exist anymore. SHIELD strike-teams are busting up your operations and putting your men away right now. You just became a much poorer man."

Black Tarantula chuckled at this. "You bluff _gatito_. It does not take a veteran card player to tell. But I must say I am impressed by both your loyalty to your man and by his determination. And I am not an unfair man." he turned to face Spider-Man directly. "You did fight well, as I have already noted. I have proven myself your superior, and as such I claimed the victory I sought. I need not end your life just yet." And then, to a watching Spider-Man and Black Cat's enormous relief, Black Tarantula turned heel and walked off. "Consider this a turn of good fortune for you Spider-Man."

As Black Tarantula leaped right off the roof-top and onto a new one, before then running off across the roof-tops, Spider-Man breathed out a deep sigh of relief and at last fell to his knees. Black Cat ran to his side and embraced him.

"Are you alright?" Black Cat asked. "It looks like that bastard worked you over pretty good."

Spider-Man nodded. "He sure did. I'm really hoping I never have to run into _him_ again."

"Come on. These crazy bad guys _always_ come back for more."

"Don't remind me." Spider-Man said weakly.

"Hey, when he does come back, we'll be ready for him."

"We?"

"I saved your spider-butt tonight."

"You did try." Spider-Man noted. "Thanks."

Black Cat smiled. "Of course. I love you remember?"

"Yeah." Spider-Man admitted. "I remember. I remember that and so much more…"

-X-

_He still remembered their first kiss. She did as well._

_It had been in the aftermath of their first adventure together, with what had started as a chase turning into an impromptu team-up. Black Cat had been all set to slip away afterwards but Spider-Man had caught her and was pinning her against a wall._

_"If you wanted to get this close handsome you only had to ask."_

_"No more games." Spider-Man said seriously. "I'm taking you in."_

_Black Cat's face fell. "I helped you didn't I? That's got to count for something."_

_"You're still a thief...and why did you help me anyway?"_

_"You really don't know?" Black Cat asked. When Spider-Man shook his head, Black Cat surged forwards and kissed Spider-Man even though his mask was in the way. Spider-Man's eyes widened behind his mask, and he was so taken aback that he let go of Black Cat. No sooner was she freed did Black Cat pounce on top of Spider-Man, yanking his mask up enough to expose his mouth and then smashing her lips into his, kissing him furiously before turning around and planning to run off before Spider-Man grabbed her wrist. She turned around and he pulled her back into his arms._

_And then he kissed her._

-X-

Peter stood outside the door watching Shang-Chi train some of his students for a good couple minutes before at last Shang's lesson came to an end. As the students filed out, Peter walked into the dojo.

"You seem to have run into some excitement last night." Shang noted as Peter all but limped into the dojo.

"You can say that." Peter said. "And besides getting my ass kicked by a guy called Black Tarantula, I also ran into that ex-girlfriend who might not be an ex anymore that I mentioned yesterday."

"Ah. I had a feeling it was her. So you and Black Cat are seeking to get back together eh?"

"She wants to. A lot. And to be honest, I think I do too but…"

"You fear it will fail again." Shang noted. Peter nodded. "Yeah. I can't go through that again Shang. I don't want to go through all of the trouble of being with Felicia again if it just ends up the same as the last time."

Shang-Chi shook his head. "Peter, may I give you some advice? Not as a martial arts teacher but as a man?" Peter nodded, and Shang went on: "Recently I ran into an old lover of mine. Leiko Wu is her name. She was dealing with some, shall we say, 'occupational hazards'. I chose to intervene and help her. Now, we had been apart for a long time, but I held onto the hope that we could re-ignite that fire of love we'd once shared."

"And did you?"

Shang smiled and nodded. "Yes, we did. In fact, I am taking her to dinner tonight."

"I'm happy for you Shang." Peter admitted. "I'm glad you've got someone to love."

Shang-Chi nodded. "As am I. I have and always will love her. Letting her go was the hardest thing I ever had to do. Now let me ask you: do you love the Black Cat?"

Peter didn't need long to think about it. He found the answer came easily. "Yes..." he paused only to breath in deeply. "I do love her."

"Then take my advice: life is short. It does no good to sit on your hands and watch your chance with someone you love pass by. You should take advantage of the time you have left and spend it with her. That is a lesson I give you not as a teacher but as a friend and as a man."

Spider-Man couldn't help but smile beneath his mask. "Thanks Shang." then, adding: "You know...Daredevil told me something similar once. But I wasn't sure if I wanted to try and love again. But I'm ready now."

Shang smiled. "In that case Peter Parker, go forth, and claim the love that you seek."

-X-

With the advice of his friends still playing back in his head along with his most cherished memories with her, and newfound confidence and assurance afforded to him, Spider-Man made his way through New York with such speed and eagerness that not even his injuries seemed to slow him down anymore, or else he didn't notice any difference in his speed because he wasn't paying attention that either. He didn't even feel the pain of the many bruises Black Tarantula had given him.

He found her making her way through the city also, pleased as he did that catching up with her had not been difficult.

She turned with a start as he landed behind her and made his way towards her, pulling up part of his mask as he did.

"Spider, what are you-? Mmm…"

Spider-Man cut Black Cat off when he smashed his lips into hers and put all of the passion he could muster into one, single kiss. Black Cat moaned in contentment and pulled Spider-Man closer to her, the two breaking off the kiss for but a moment before resuming with just as much passion as before. And then they broke the kiss again and repeated again. Again and again they did it, standing there under the moonlight in each-other's arms. Spider-Man caressed the curves of Black Cat's body, a body which he saw as perfect in every conceivable way. Black Cat meanwhile trailed her fingers down his chest, the tips dancing across so as to tease, fluster, and with any luck sexually excite him. Judging from how he became more and more aggressive in his intimate gestures towards her, it seemed to be working.

Finally, Spider-Man unexpectedly broke off the kissing to scoop Black Cat up into his arms before then taking off on another web-line, this time with his other arm wrapped tightly around her and heading in the direction of Felicia's penthouse, a location he knew how to reach by heart due to having visited it so many times before.

When the two landed on the balcony, Black Cat wiggled herself loose of Spider-Man's arm, pulled up his mask, and kissed him again. Another intense exchange between their lips (and tongues) began, Black Cat going at Spider-Man with passion that exceeded his. She massaged his chest and moaned as she did, he in turn reversed the pin so that now he was on top of her, bringing a hand behind the back of her head and pulling it up so that it was closer to his own. Again they kissed one another, holding nothing back.

They rolled onto their sides, holding one another in their arms. Black Cat was panting now, and so was Spider-Man, his costume still somewhat sweaty from the physical exertion of his fight with Black Tarantula now became sweatier still. But he didn't mind. Holding Black Cat in his arms and running his hands down her body made it worth it. The feeling was also mutual. Sweat drenched Black Cat's forehead and the skin-tight leather catsuit was making her body warm as well. But she would have been in a desert if it meant getting to be this close to the man she loved.

They kissed yet again for a moment before Spider-Man broke off the kiss. "Wait…" he said, gasping for breath as he did.

"Wait?" Black Cat repeated, her voice confused but still arousing, and her green eyes taking on a look to match the tone in her voice, with a trace of fear in it as well. Seeing this, and realizing that she was afraid he was having second thoughts, Spider-Man quickly clarified: "It's not you. And I don't want to stop either. It's just...I think we should do this someplace...else. Someplace with a...bed."

Black Cat's red lips formed into a massive smile and she burst out laughing. "Alright then. After you."

"Better idea…" Spider-Man said before again scooping Black Cat into his arms in a bridal carry. Black Cat shrieked and giggled as he did this. Spider-Man then carried her into her bedroom. She locked the door behind them as he carried her to the bed and set her down. He was all set to get on top of her when she held up a hand and then brought it to his face, tugging at the mask he had pulled up.

"No more masks." She whispered as she reached for her own with her other hand. "Not tonight."

Spider-Man nodded. He reached for his own mask and without hesitation pulled it off in full and threw it to the ground. But that did not mean that Spider-Man was not here. He was still very much there, every bit as present as Peter Parker was, just as the Black Cat lingered as Felicia Hardy took off her mask and set it on the nearby nightstand. Both halves of both individuals were present there, there to both witness and to partake in what came next. It had not been their first time, not even close. But it had been their first time in many years, and in some respects it did feel almost like a first time. For the proceeding moment of intimacy, where they touched each-other in private regions, fondled one another and held each-other close, all brought back fond memories of a time years ago when they had first embraced one another and found happiness in each-other's arms. And now they were able to enjoy it again.

The costumes were shed as it continued, like a cocoon of protection from which something beautiful emerged. And when the fornication was done, the two collapsed on the bed still in each-other's embrace. Where in the past both would have had another one or two rounds at least, this time they were content with just that one time. And afterwards, with a sigh of cathartic relief and ecstasy, they snuggled up to one another, closed their eyes, and fell asleep.

**Author's Note: And there you have it. With this chapter my world's Spider-Man and Black Cat are officially a couple. Now, before all of the Spidey/MJ shippers start hollering blasphemy or bloody murder, allow me to point out a few things below. If you're not at all offended by this ship, don't bother reading any of what comes next. If you're more on the fence or think I'm crazy, consider the following:**

**1. While my Marvel Universe does have some stories/events that happened in some capacity in mainstream continuity (such as the Juggernaut/Madame Web incident referenced in this same chapter), this is not 616. It is an alternate reality. And the entire point of alternate realities is to be...alternate. Different. Not exactly the same as in 616. Ergo, I can (and in my opinion should), do some things differently.**

**2. Mary Jane is not the only woman Spider-Man has ever loved. There have already been a few alternate realities showing him with Gwen instead of MJ (House of M and Spectacular Spider-Man), so why can't there be one where he's with Black Cat? For that matter, let's consider Superman. Generally speaking, Lois Lane is considered Superman's one true love, and in most versions of the Superman story she is exactly that. The Mary Jane to his Spider-Man if you will. And yet for all of that in several different continuities (including, I might add, the current New 52) Superman is with Wonder Woman. In Kingdom Come and Dark Knight Strikes Again she's his second wife and the mother of his child. Granted, the latter was an awful story, but the former wasn't. Nor was Red Son, another world where he and Wonder Woman were a couple. Besides Wonder Woman, there's been another Elseworlds story where he was with Big Barda. Seriously, Big Barda. If that can be considered acceptable, then surely one single, alternate reality where Spidey is with Black Cat (someone he's actually had feelings for in 616 rather than being someone who he has no romantic relationship with in mainstream continuity) are a couple is not wrong no? How about Batman? Yes, Catwoman tends to be considered his ideal partner (and to be fair she is) but this is not true with all continuities. The DCAU and Arkhamverse versions to me seemed to favor Talia, not Selina. In one Elseworlds story he's with neither of them in favor of some unknown paramour with whom he has a child. How about Iron Man? In the MCU he's with Pepper Pottes, in 616 she's with someone else and Tony's seen plenty of other women besides (not the least of which being Black Widow). So once again, I fail to see why if these other heroes can every so often be with someone other than their chief love interest, why can't Spider-Man? Why must he always, always be with Mary Jane?**

**3. Continuing from the above idea, there are supposed to be countless realities out there in the Marvel Multiverse, with so much variety and differences throughout them all. Out of all of those countless realities, why can't there be a single one where this couple is a thing? That to me doesn't make any sense at all, especially in light of the things I've said above and also how there have been alternate realities out there with differences that are even more drastic than what I'm doing here, like say the Marvel Magnaverse and the utterly bizarre Earth-X, which funny enough, shows an alternate world where we learn that Spider-Man's ideal fantasy is a world where he married Gwen, not MJ.**

**4. In response to the idea that "it would never work", or "the two aren't compatible", or something similar to those sentiments, I look at it like this: Black Cat and Mary Jane had the same problem, and one of them overcame it, the other didn't. The problem in question being as follows: Felicia loved Spider-Man, but not Peter Parker. Mary Jane loved Peter Parker, but didn't want Spider-Man in their lives. So really, the same problem of only loving one half of the guy but not the other. One of them eventually overcame this problem (MJ), the other only partially did, and by the time she did it was too late (Felicia). In my world, it's the same, only the one who overcomes her problem is different here. I fail to see how that's unreasonable or going against what was established between the characters. Mine is just a world where it was Felicia who learned to accept both men instead of Mary Jane. I mean it's not like Peter and Felicia don't have feelings for one another, because there are numerous stories out there to show that they plainly do. Peter has outright described Felicia as "the most fun he's had in and out of the costume", and Felicia at one point noted that she was not only in love with Spider-Man again, but also Peter Parker this time around. So this idea that they "don't go together" or are some kind of a bad match that doesn't make sense holds no weight with me.**

**5. One last thing that is not so much a justification for Peter/Felicia as a couple so much as it is deflecting another potential criticism before it hits: Peter and Felicia's having known each-other as children in my MU is a reference to how in 616 Felicia was actually born in Forest Hills Queens same as Peter Parker. So why not have it so that the two knew each-other as kids? They were both born in the same area after all.**

**And well, that's everything. I hope that my thoughts on the matter at least convinced some people that I know what I'm doing. I'd include my usual trivia, but I think that big honking set of justifications above is more than sufficient as far as Author's Notes go. So for now I will simply say keep reading to those who don't want to crucify me for pairing Spidey with someone other than MJ while I meanwhile rejoice over how my story is now two thirds done.**


	11. Going Undercover

Chapter 11: Going Undercover

Peter awoke the next morning to see Felicia sleeping next to him, locks of her immaculate hair in her face and a look of contentment on it as well.

Peter realized that he had greatly, greatly missed this sight.

Moving forward, Peter dared to push some of the white locks away from her face. Felicia whimpered softly as Peter touched her, also stirring. Peter's heart raced at the sound and he moved his body closer to her. Her eyes fluttered open, and she smiled upon seeing him so close to her.

"Mmm...hey Spider."

"Peter right now." he said, returning her smile.

"Sorry. Old habits."

"Sleep well?"

"I did, thank you." Felicia said. "...I enjoyed our _other_ activities last night as well. You're every bit as good as I remember."

"Thank you." Peter said with a deliberately over-the-top voice. "I do so aim to please the lady."

"How noble and chivalrous of you." Felicia said laughing. "...oh man I missed this. I really, really did." Then, suddenly Felicia hugged Peter tightly. "Don't ever leave me again."

Peter was all set to assure Felicia that he would never leave her again. That he'd die before he left her again. But then he thought about how he still had some things he needed to work out with her first. Very important things that would determine whether or not they could truly be together again.

"Felicia, I…" Peter breathed in deeply. "Felicia, I want us to get back together again. I do. But for that to work, I need to know something. Something really important…"

"What?"

"Can you love me as I am? As both Spider-Man _and_ Peter Parker? Can you accept both halves of who I am? Because if you can't, then I…"

Felicia put a finger to his lips. "Don't finish, please. I know that's important to you. I know it's always been important to you. And this time…" Felicia smiled. "...this time I can do it. I _will_ do it. I _will_ love you as who you are Peter. I promise."

No sooner did Felicia say this did Peter embrace her and kiss her passionately. "Thank you."

"...on one condition." Felicia said, which caught Peter's attention. "Yes? What?"

Felicia smiled. "Do you remember that black costume I made for you?"

Peter nodded. "I do." After abandoning the Venom Symbiote, Peter had had made for him as a gift by the Black Cat a copy of the black costume that was not a malevolent alien parasite. Peter had been reluctant to wear it at first, his experience with the Venom Symbiote being something he would just as soon forget. But much like how Gwen had liked his first costume so much and gone out of her way to make another copy for him to wear, so too had Felicia loved his black costume (for rather obvious reasons), and as it had been with Gwen, Peter was just unable to refuse his lover's request. After they broke up though, Peter went back to his red and blue costume. He'd still kept the black costume Felicia had made though, despite Mary Jane's insisting that he get rid of it at least once.

In the end, Peter could predict almost exactly what Felicia was going to say before she said it: "You're gonna have to start wearing it again."

Peter couldn't help but burst out laughing at this. "That's it? Done."

Felicia purred happily. "That's my man."

"Can I make one request of my own though?"

"Another one?" Felicia's face became a pouty one. "What is it?"

"...can I still wear the red and blue some of the time? I mean, it _is_ my favorite look, not to mention kind of the one everyone knows me by. I'd be heartbroken if I had to get rid of it."

Felicia smiled. "That's it?" She repeated him, before adding: "Of course Peter. I'm not all that picky. You can still wear the red and blues if you want. You just have to be willing to wear the black costume whenever I want you to."

"And how often will _that_ be?"

"Oh, difficult to say really." Felicia said in a mischievous tone, her facial expression also becoming a remarkably naughty one. "...whenever I'm in the mood for it. Or, more accurately whenever I'm in the mood for something like last night."

"Yeah...somehow I think I may not be wearing the old red and blue for much longer…"

-X-

"Everything is coming into motion." New Goblin noted as he looked over the outline of his master plan once again. "Oh yes, everything is coming into motion." He turned to Hobgoblin: "We will not have to wait much longer. SHIELD will be making a move against Hydra soon that will make them all the more inclined to accept my offer when the time comes for me to make it. All that remains is to ensure that things go well for SHIELD and poorly for Hydra."

"Looks like Chameleon's gathered intel was good then." Hobgoblin noted.

New Goblin nodded. "Indeed it was. And now to give events the push in the right direction that they need."

-X-

After having breakfast with Felicia, Peter was all set to leave when the platinum blonde grabbed his arm.

"Don't go." she said.

Peter chuckled. "Hey look, just because you and I just became an item again doesn't mean I don't still have to go to work. Work at what is easily the best job ever made by man I might add."

"Alright fine, if you need to go, go. But before you do I should tell you that I've got another job for SHIELD coming up, and according to the brief it's a risky one. Probably the riskiest one I've done so far actually."

"And I take it you want some help from your friendly neighborhood Spider-Man?"

Felicia nodded and formed a slight, sultry smile. "If it's not too much to ask, yeah."

Peter nodded. "I'll meet you here after work. Will you still be around by then?"

Felicia nodded. "Yes. I don't start the mission until tomorrow."

"Okay then. It's a date."

-X-

In-between his many other projects done by him at Horizon Labs, Peter's secret pet-project while there was working on a very…"special" suit.

The idea had first come to Peter after his last run-in with the Sinister Six. As had been the case before, Peter had come out of that fight more than a little worse for wear, and it was likely only because some friends came in to bail him out when they did that he lived to fight another day. But of course, what would happen if another Sinister Six appeared and he had no friends to call upon?

And thus the idea for a suit that would make life easier for him in a variety of ways was conceived. But it was only now at Horizon Labs that Peter actually had the resources to make his dream suit a reality.

First and foremost, the suit was lightweight body armor, rather than his normal costumes. Generally, Peter didn't need to worry about keeping his body protected, as he could take most punishment he couldn't just avoid. But when six supervillains are hammering away at him, it tends to demand a greater level of protection. And that wasn't the armor's only purpose either.

The armor was insulated, in the event of another run-in with Electro. As Spider-Man already had an insulated variant of his normal costume, it was easy to use it's design as a base template before then adding the armored parts. From there, Peter began working on the helmet. While he doubted he'd created any kind of Iron Man helm, Peter nevertheless still based it's design in part off of Iron Man's, having seen it enough times to get a general understanding of it's composition. But much like the armor, the helmet's functions went beyond just protecting him from injury.

"Gotta remember to talk to DD again. Ask him how his heart-beat reading works and this time remember to take notes." Peter remarked as he continued to tinker with both the comm-link and also a visor designed to see past any illusions Mysterio would think to conjure, the Master of Illusion having earlier developed a means of negating Spider-Man's Spider-Sense from his many run-ins with him. That in conjunction with the other's attacks had been what had very nearly killed him.

"Well, that's done at least." Peter noted as he finished the comm-link and inserted it into the helmet. The visor was of course the tougher one, especially since Peter lacked a means of testing it. And his Hearing Acuity Device was still a disassembled mess strewn about his table. Peter's plan was to base it off of Daredevil's means of reading heartbeats. In theory, this would allow him to see past the disguises of Chameleon or Mysterio, or the Brotherhood Mutant Mystique by virtue of being able to pick up their distinct heartbeats. But thus far, Peter had failed to get the design right. He would need Daredevil's direct input if he were to have any chance of making a successful device.

"Still, I think I've made some progress at least." Peter said as he took to admiring the armor and helmet as they were. The helmet was based off of his distinctive red mask, complete with black-rimmed silver-white eyeholes. The rest of the armor was similarly inspired by the color scheme and patterns of his classic and long-standing costume, but with some differences, not the least of which was it being black and red instead of blue and red and also the large black spider logo on the front of the red chest plate.

"And just to go through the check-list: insulation, check. Helmet, check. Armor plating, check. Comm-Link in helmet, check. Anti-Illusion visor, started. 'Pink Hippo' App, not started. Hearing Acuity Device, not even close. So four and a half out of seven. Not too bad...still need to remember to talk to DD though. Just one more thing on my to-do list."

-X-

After his day at Horizon Labs was over, Peter decided to spend some of his earnings on a nice big bouquet of flowers. Not his thing of course. Rather it was for another special someone, and also the kind of gift he had not usually been able to give to any of the women in his life before, not even the one who had raised him since early childhood.

_Yet another perk to my job._ Peter thought happily. His not wanting to ruin the flowers ensured that Peter was willing to take a cab for once in his life, and from there made his way to Felicia's penthouse. After finding an isolated area where he could change, Peter got into his Spider-Man costume and made the long climb up to her penthouse.

"Hey Cat, I'm here. So before we begin I…"

Spider-Man stopped mid-sentence when he saw who was with Black Cat. She was a woman who seemed to be in her thirties, and wore all of her years well. Long, thick black hair complemented the almost dark beauty she possessed, and some of the hair hung over one side of her face, obscuring one of her eyes. She wore green lip-stick and dark eye-shadow, and dressed in a forest green catsuit with a belt with two holstered guns worn over it. Long opera gloves the color of her catsuit covered her arms, and over her feet were combat boots of a lighter green in color.

Spider-Man had never met her in person but he knew who this was. Most superheroes knew her by reputation at least, for it was a fearsome reputation with few equals.

"Cat, get away from her!" Spider-Man shouted, as he did shooting out a strand of webbing in the direction of the green clad woman. To his frustration she avoided the webbing easily, but to his surprise both she and Black Cat held up their hands.

"Take it easy Spider. She's on our side."

"What? Cat are you insane? That's _Madame Viper_. High-ranking member of Hydra, cold-blooded nihilist, terrorist, sociopath. Any of this ringing a bell?"

It was then that Madame Viper spoke: "Calm yourself. I'm not here to fight you. Yes, I am Madame Viper, but there's more to me than just what you see in front of you."

"I know that. It's exactly why I know you're bad news."

Madame Viper shook her head. "I know your Spider-Sense warns you when danger is nearby. Tell me: is it going off right now?"

"No." Spider-Man admitted before adding quickly: "...but for all I know you could have found a way to block it. There is no way in hell that I'm trusting y-"

"Spider, she's on our side!" Black Cat said, intervening. "Madame Viper is just a front. She's really with SHIELD, same as me."

"What?"

I have many names" Madame Viper said matter-of-factly. "You know me as Madame Viper. Officially my real name is Ophelia Sarkissian. But that is no more real an alias than Madame Viper. No, my real name is Contessa Valentina Allegra de la Fontaine."

"Real mouthful." Spider-Man noted.

"It comes from being from old money." Madame Viper noted matter-of-factly before continuing: "As both myself and your friend here have been trying to tell you, the woman you think you know is not who I truly am. What I truly am is a spy, hence why I've been working undercover for years as Hydra's Madame Viper. All in the name of gathering information on Hydra for SHIELD so as to better predict their actions and stop them before they do more damage."

"So let me get this straight: you've only been pretending to be a sadistic and evil femme fatale but actually work for the good guys?" Spider-Man asked skeptically.

"If you want to phrase it like that, yes. I am a mole, and my intel has foiled more Hydra plans then anyone else, even the Black Widow."

"And...why wasn't Widow approached for this job? You know, being a sexy femme fatale in a black skintight suit with Russian accent...she just seems to fit the bill to me."

"Hydra knows who Black Widow is, so sending her in would be risky. Besides, she's not as affiliated with us now and was mostly working with the Avengers when she was. So they used me instead."

"Well that's convenient. And I suppose all of those people in Symkaria that you killed with your germ bombs didn't actually die?"

"Actually, they didn't. That was staged using a compound that mimics the symptoms of some illnesses without being fatal to the body. The Symkarians were then moved to different parts of the world, given new names and identities, and continued on with their lives, all of them under oaths of secrecy so as not to expose me."

"So...you pretended to commit genocide?"

"I needed to sell the deception somehow." Madame Viper pointed out. "We felt that that was the best way to do it. And it worked. No one in Hydra has ever questioned my loyalty ever again."

"And what about your fights with Wolverine and Captain America? Those were staged too?"

"Logan was not aware of my true loyalties at the time and I could not afford to blow my cover. As for the Captain, he knew. And he also knew that my cover needed to be maintained, and thus played his part. We both knew I'd never be good enough to actually kill him. I didn't need to be. All I had to do was appear his sincere, hated enemy and all was well. I was his lover for a time you know."

"Wait...you and Cap were…" Spider-Man shook his head. "Excuse me I think I need to throw up now."

Madame Viper sighed and turned to Black Cat: "Is your friend here always this dense?"

"It's okay Spider. You can trust her."

"Not on your life Cat. There is no way I'm trusting anyone that high up on Hydra's ladder."

"Then trust your friend if nothing else." Madame Viper said before turning to look at the flowers Spider-Man had instinctively dropped when he shot the web-line at her. "...or whatever it is you are."

"Aw, you got me flowers?" Black Cat chuckled. "Thanks."

"Don't mention it." Spider-Man said in an unamused tone before adding: "I take it your 'risky mission' involves snake lady here?"

"It does." Madame Viper said. "Miss Hardy is to infiltrate a Hydra facility and steal an artifact called 'The Serpent's Crown', a piece that Hydra has coveted ever since the organization's inception during the second World War."

"And now that they finally got it, you want to steal it from them?"

Madame Viper nodded. "Yes. I've seen the crown myself and I can tell you that it's not just an old relic. There's some kind of power contained within it, and not one I'm keen on letting Hydra bring out to do with as they see fit. Ergo, Miss Hardy here is to steal it and give it to SHIELD."

"Can't you just take it? I mean, if you really _are_ with SHIELD."

"As I'm one of the few people who has access to the crown, if it were to disappear all of a sudden, it would arouse suspicions. But if Miss Hardy steals it they will never think to connect me to the theft and I can continue to spy on and monitor Hydra unmolested."

"So Felicia's the fall-girl then?" Spider-Man asked with barely contained disgust.

"It's okay Spider, I want to do this. Stealing's my specialty remember? And I don't think anyone will mind if I steal from neo-nazi terrorists."

"It's not that Cat. I'm just worried about you. And now that I know exactly what you plan to do there's no way I'm not signing up." he turned to Madame Viper. "If she goes, I go. End of story."

Madame Viper shrugged. "That's no issue with me. If you want to tag along, then so be it. So long as you don't get in the way."

"Relax. I can keep up. How long will this mission take?"

"Difficult to say really. The plan was for Miss Hardy to infiltrate Hydra disguised as a mercenary that I had recruited. The only change to the plan now is your inclusion. Now once you are inside Hydra's stronghold, I will direct you to the Serpent Crown's location via radio communication. If all goes well you will be able to steal it out from under them. You will then deliver it to a contact I have waiting a few hundred miles from where the Hydra base is. And in fact now that I think about it it will be better with you coming. While Miss Hardy takes the crown and then delivers it to my contact, you can stay behind to keep the Barons from getting suspicious."

"And we're doing all of this in disguise huh?" Spider-Man couldn't help but smile behind his mask. "Very 'A New Hope'."

"Which means you'll be getting another new costume." Black Cat teased. "And I already have some ideas for it too."

"Great…"

-X-

"Yes, hello? Who is this?" May Parker asked as she put the phone to her ear.

"It's me Aunt May." came Peter's voice on the other end. "Just calling to let you know I'm going to be going out of town for a few days. Work reasons."

May nodded. She knew of course what Peter really meant when he said 'work reasons'. She still didn't love seeing him risk his life every day, but she also knew that it was important he continue. That he not stop fighting the good fight and making his late uncle proud.

"I appreciate you telling me Peter." May said earnestly. "You didn't need to though. You are a grown man now. I'm not really looking after you anymore."

Peter chuckled on the other end of the phone. "Ah come on Aunt May, let's not kid ourselves. You've _always_ been looking after me." He paused, before saying: "It's just to be safe." he said. "In case something happens while I'm away."

"I'm sure you'll do just fine dear." May said encouragingly. She did her best to support him in spite of her misgivings. And he appreciated it quite a bit.

"Thanks Aunt May."

May smiled. "Of course. Now you go and save the world again. Don't let your old aunt hold you up." And with that, May hung up.

-X-

Following his deciding to accompany Felicia on her infiltration mission, Peter found himself on the SHIELD heli-carrier along with her. As Felicia set about working on her disguise in the adjacent room, Peter was putting on the costume his recently resumed love had gone out of her way to make for him.

The suit was a skin-tight/form-fitting costume in the vein of his Spider-Man costumes, but blue and white, with blue thigh-high boots and a white "R" on the front of the mostly blue shirt-piece. A white mask similar to his Spider-Man mask covered his whole face with the exception of his hair, over which he wore a white wig. Worn over the costume was a black leather jacket that Peter strongly suspected to be the single most expensive part of the outfit given how nice it looked, especially with the gold clasps decorating the sleeves.

"Ricochet" was what he was to call himself. Peter assumed it had to do with his agility and how he could bounce around from place to place.

"Well…" he noted as he looked at himself in the mirror. "It's definitely different."

Then Peter saw the extent to which Felicia had been disguised: her skin had been made to look tanned and her eyes changed from emerald green to crystal blue via special contacts. The outfit she wore was a skin-tight suit that was a chrome-silver with a white trim that went well with her hair and was also the complete opposite of her Black Cat identity. Her hands and legs were covered with gloves and tall boots of a white leather, and the costume was also outfitted with an impressive arsenal, namely several holstered firearms in the form of an SMG, a Desert Eagle, and a Beretta, and also an assault rifle of some kind slung over her back. Last but not least was a steel gray rod that when activated in full was a staff that crackled with electricity, which reminded Spider-Man of the electro-staff he had once seen the X-Man Cable use.

"_Damn..._" Peter thought for more reasons than one. Felicia could see him staring in awe, and she smiled. "What do you think Spider? Do I look the part?"

"If by "part" you mean "hot badass mercenary chick" yeah I suppose."

Felicia laughed at that. "Thanks. You're not too bad yourself _Ricochet_. I especially like the white hair."

"I figured you would. Don't get used to it though. White's not my color. You on the other hand...wow. Never thought you'd look good in something so far from black."

"Neither did I. But I surprise even myself sometimes. It's not all just for show either. This catsuit's made of a synthetic fabric, and lined with Kevlar to boot."

Peter nodded approvingly. "Very nice. So what are you gonna call yourself?"

"I was thinking 'Silver Sable' sounded kind of cool."

Peter nodded. "Yeah, I'd say that does sound like a pretty cool name. Fits too."

"Well, I can see you two have taken to your alternate identities pretty well." came Phil Coulson's matter-of-fact voice. "Ricochet" and "Silver Sable" turned to face him as he walked up to them. He took out a pair of communicators and gave one to each of them. "Use those to keep in contact with each-other and Agent Fontaine."

"You mean Madame Viper right?"

Phil Coulson nodded wordlessly before continuing: "You're to go to the hangar. Agent Fontaine is waiting for you and will take you to the Hydra cell that is currently in possession of the Serpent's Crown."

"Currently?"

"According to Agent Fontaine's intel, the crown goes from cell to cell on a regular basis, for security reasons. Makes it harder to track it down. And we can't just bomb whatever cell has it at present because that would risk blowing Agent Fontaine's cover within the organization. Thus why we're trying the more subtle approach."

Ricochet nodded. "Alright then. Let's get moving. Wouldn't want to keep the femme fatale waiting after all."

-X-

The trip to the Hydra Cell was an uneventful one, save for the speed at which Madame Viper, Ricochet, and Silver Sable reached their destination. It was one of those super-fast jets after all. The Avengers had had one just like it, but it had been destroyed several times over at this point and with the state of the Avengers still uncertain, it seemed that it had not yet been repaired again.

"So just to go over everything again…" Ricochet started. "Felicia and I are mercenaries you've hired, and while your bosses decide whether or not we can make the team, Felicia will be infiltrating the Hydra Cell's vault and nabbing the Serpent's Crown, while meanwhile I stick around to keep everyone from getting suspicious?"

Madame Viper nodded. "That is the plan, yes. And don't worry: I've had SHIELD conjure up some resumes for you both. Everything's there, right down to your list of completed contracts. All to make you both look the part of professional mercenaries."

"Because obviously our wonderful costumes don't do that on their own." Silver Sable quipped.

"I was just about to say that myself." Ricochet noted. "I can't believe someone actually beat me to a quip."

Silver Sable chuckled at that, while Madame Viper rolled her eyes. "Do try to take this mission seriously please. I don't need to remind you both that you're about to cross the single most dangerous, powerful, and wide-spread terrorist organization to ever exist. Not really something to laugh about it."

"Lady, we live in a world where super-powered people, aliens, Norse Gods, Atlantis, vampires, werewolves, Doctor Strange, _and_ demons all exist...and you don't see the humor in it?"

Madame Viper sighed and rolled her eyes. "Why did I have to be partnered with the one who treats everything like a joke?"

"Oh lighten up boss." Silver Sable said with a smile. "He grows on you, I promise."

Madame Viper said nothing in response to this. Eventually, the jet arrived at the place where the Hydra cell was located. It was a fairly remote area to be sure, deep within dense jungle area that surrounded an town in India on all sides. Odd place to put a secret hideout for evil terrorists but Ricochet reasoned that that was exactly why they'd chosen it. Did no good to be in a place everyone expected you to set up camp."

The jet landed in the middle of the jungle. The ramp lowered, and Madame Viper stepped out, with Ricochet and Silver Sable bringing up the rear. "Follow me." she said simply. The two false mercenaries acquiesced and Madame Viper led them through the thick undergrowth and foliage, all three of them trudging on in silence for only a brief while. Then Ricochet started up again.

"Man, I wish this costume was short-sleeved. It's blistering out here. Personally, I blame Global Warming."

"Shut up." Madame Viper said bluntly. "We're getting close to the Hydra Cell. I don't want you blowing our cover with your babbling."

Ricochet nodded wordlessly. He did understand and appreciate the value of maintaining a cover. And so he managed to bite his tongue and kept walking in silence. As he did he periodically glimpsed over to look at Silver Sable, finding as he did that he really did like her new costume.

_It's just as distracting as her other costumes._ He realized pleasantly. For indeed, it was not a distraction he minded.

The trio went only so much farther before Ricochet's Spider-Sense began going off, pounding fiercely in his head. It wasn't long after it started doing that that a voice called out: "Don't move! We've got you surrounded!"

And then, out of the brush came several of the green-suited men that represented the rank-and-file grunts of Hydra. This then was likely another reason they had chosen this location for their cell: their green uniforms blended into the jungle quite nicely.

Ricochet counted well over a dozen Hydra goons aiming assault rifles at them. Madame Viper turned to him. "Both of you keep silent and let me do the talking. It's only because I'm here that they didn't fill you with holes on the spot."

Madame Viper turned to one of the Hydra agents as he walked up to her. "Madame Viper. You're back. And with company."

"Very observant of you dolt." Madame Viper replied harshly. "Now step aside and let me pass. The mercenaries are with me. I'm taking them to Baron Strucker."

"Yes Madame." the Hydra agent said with a salute before stepping to the side and allowing Madame Viper to pass. She strode confidently forward, with Ricochet and Silver Sable following right behind. Up ahead, they saw a modest-looking bunker that upon entering saw was only a lift, one that took them down to the real Hydra station.

Departing from the lift and moving forward, Madame Viper, Ricochet, and Silver Sable came upon a massive interior complex that was mostly a dull gray metal. But banners that proudly displayed the logo of Hydra could be seen, long black tapestries that bore on them a large crimson skull inside a circle that had many snakes jutting out of it in all directions, the symbol a nod to Hydra's infamous founder.

The trio didn't get far before coming face-to-face with one of Hydra's two current leaders, the equally infamous Baron Wolfgang von Strucker. Honestly the name alone tended to give away his nature pretty readily, but his being a Nazi war criminal turned terrorist leader with a scarred bald head and a monocle also helped in this respect.

"So...Viper, I see you've come with friends. Most intriguing if I do say so myself, you usually work only with basic Hydra soldiers."

"I agree." said the woman Strucker was with. She was shorter than Madame Viper and Silver Sable but no less lean. She wore a dark green dress that was parted to expose one of her legs. Covering said legs were thigh-high black boots that seemed almost armored. She also wore black opera gloves and on the front of her dress was a long, muscular, winding serpent that was a lighter green than the rest of it. Her light red, almost blonde hair was long, and her green eyes narrowed with disapproval.

"...Its not like you to work with other costumed types Viper. Is the best of us getting soft all of a sudden?"

"Mind your tongue Chimera" Madame Viper retorted icily. "You and Gorgon's new Leviathan division may have fallen in favor with the Barons, but I am still your superior in every sense of the word."

"**_Silence_**" Baron Strucker ordered. "I vill not allow my two loveliest operatives to gut vone another and leave me vithout a pleasant sight. I am certain that Madame Viper has an explanation go give"

"While it is true that I prefer to work alone this is a special case Baron Strucker" Madame Viper explained. "The alliance we are pursuing with the Yashida clan is important and I don't want to leave anything to chance, especially when there are multiple costumed do-gooders as well as SHIELD with a vested interest in the area. I see nothing wrong with having some additional security in the form of these mercenaries"

"And...who vould these mercenaries be?" Baron Strucker asked, gaze falling first on "Ricochet". The disguised web-head assumed a more sinister-sounding voice than his usual one as he said: "The name's Ricochet. I'll break as many Yakuza and Ninjas as you want if you pay me and my sister enough."

"And your sister is...?" Chimera asked skeptically.

"Silver Sable" the platinum blonde haired mercenary replied in her own fake accent, this one sounding european and exotic. "And while my brother put it a bit...violently, he is correct. So long as we get what Madame Viper has promised us you will have no problems during this meeting with the Yashida Clan."

Where with Ricochet Baron Strucker's face had been cold and unimpressed, his demeanor brightened up quite a bit when he turned to look at Silver Sable. To both her disgust and Ricochet's he didn't even try to hide or be subtle about his eyes hungrily and lecherously devouring her form.

_Sized up by a Nazi. Definitely going to need a shower after this._

Finally, Baron Strucker gave his answer: "Hm. Well, you two certainly seem eager to vork for Hydra. I vill consider it. Perhaps if either of you have credentials with which to recommend yourselves…"

"Already have those Baron." Madame Viper said, producing a dossier that contained Ricochet and Silver Sable's written up and printed out files. "Read them over if you want. I think you'll find their contents to be quite satisfactory in proving the mercenaries' worth."

Madame Viper handed Baron Strucker the dossier and he took it. He looked at it for a moment before nodding and saying: "I vill look this over. In the meantime find a place for our 'guests' to stay. If I do like vhat I see, then I vill hire you. If not, well…" he chuckled. "Ve'll find out von't ve?"

Ricochet glared at Baron Strucker behind his mask. In all honesty there was probably nothing he would want less than a Nazi war criminal and terrorist leader's approval, but then it's not like he and Felicia would be waiting to see if they got it or not.

Baron Strucker turned heel and walked off with Chimera still at his side. Some Hydra agents advanced towards Ricochet and Silver Sable but Madame Viper held up her hand. "No need. I will escort them myself. You louts stay at your posts."

The Hydra agents saluted and wordlessly moved off. Madame Viper led Ricochet and Silver Sable through several winding hallways until they at last came upon a room that to Ricochet looked more like a prison cell. But then maybe that was the point. Once Madame Viper made sure to shut the door behind her, she turned to face the two disguised heroes.

"Alright, now that we're here, it is imperative that you both do _exactly_ what I tell you, exactly how I tell you it. Otherwise you'll both end up dead, and likely me as well. Clear?"

Ricochet and Silver Sable nodded. Both turned on their communicators and also trackers. "Alright then. I'm going to go to my quarters. I'll monitor and direct you from there. Do not do anything until I reach my quarters and give you your first instructions."

"How do I know you won't just gas us while we're in here?"

Madame Viper frowned. "With your strength, I'd imagine you could break down this door. But I see you still do not trust me."

"Now that we're in the middle of a Hydra cell and you're leaving us in here? No, I'm not trusting you actually."

Madame Viper sighed and put a gloved hand to her face. "I really hope you prove to be an asset on this mission for all the grief you've given me."

Ricochet allowed a slight smile behind his white mask. "I'm chatty and love to grate on the bad guy's nerves. Part of my charm."

"You still believe me to be one of the bad guys?" Madame Viper asked.

"Prove me wrong." Ricochet challenged.

"I intend to." Madame Viper said coldly before then turning heel and leaving the room. As she did, Silver Sable turned to him: "You were a little hard on her Spider."

"Ricochet right now and I can't believe you're taking her side."

"Well, she does work for the same guys I do, and also kind of outranks me, so...yeah, I kind of am taking her side. Sorry Spi-Ricochet."

Ricochet sighed. "Me wearing a white wig and you working for a member of Hydra who's really with SHIELD. What is the world coming to?"

No sooner had Ricochet asked this rhetorical question did Madame Viper's voice ring in their communicators. "Alright, I'm in my quarters, and you're both showing up on my computer monitor. Now the theft truly begins. I hope you're both up to the task."

Silver Sable smiled. "You're talking to the best thief there ever was. I was born ready."

**Author's Note: I normally hate dialects. As in, when a character's unique way of speaking is written out. There were some particularly extreme cases of it in Dracula that were so bad I couldn't even finish those portions of the book, I just skipped over them. Call me unsophisticated or a Philistine if you want, but for me it drags everything down immensely and makes reading a part of a story take twice as long at least. If a character's speaking in a dialect, just say that they are. Because otherwise it makes everything a pain in the ass to read through.**

**But all of that being said, with a man who would undoubtedly have a thick German accent, I figured I could swap out the Ws with Vs and that would be alright. It's not too pronounced a dialect I feel, and thus is the exception to my general anti-dialect policy.**

**And now for an extra-large amount of trivia:**

**1. Viper/Madame Viper/Madame Hydra (notice a pattern?) are all names that have been used by one very, very evil woman known as Ophelia Sarkissian. She's your classic femme fatale archetype and a high-ranking member of Hydra that first appeared in Captain America issue 110. She is also right up there with fellow Hydra leaders Red Skull and Baron Strucker as the absolute worst of the worst. In my Marvel Universe however, I fused her character with that of Contessa Valentina de Fontaine (mouthful I know), a character who first appeared in Strange Tales Issue 159 and has also occupied the Madame Hydra role. The difference is that she's also been affiliated with SHIELD and in fact is Nick Fury's love interest (yes, Nick Fury has a love interest). I figured fusing the two Madame Hydras into one character could give me an excuse to make her a SHIELD spy, which when you think about it is a role that someone should be occupying. I mean, Hydra's had spies in SHIELD before. Why can't we see the reverse? Especially considering that espionage and deception are two of SHIELD's strong points.**

**2. The suit Peter is working on, along with it's various bells and whistles, is based off of the armor he wore in the "Ends of the Earth" story by Dan Slott, and being made for pretty much the exact same reason. I may not have liked that story all that much, but I do still think that the Spider-Armor was a good idea as far as showing how much fun someone like Peter could have with the right kind of resources backing him up.**

**3. Symkaria is the homeland of the anti-hero mercenary Silver Sable in 616. The mainstream version of Madame Viper really did commit atrocities against it's people, for which she was tried in absentia and sentenced to death. And speaking of Silver Sable…**

**4. The Serpent's Crown is an actual item coveted by Hydra in 616. Figured it would make sense to include it here.**

**5. Yes, I made Black Cat and Silver Sable the same person. I had two main reasons for doing this: the first is just because what are the odds that Spider-Man personally knows two different morally ambiguous hotties with platinum blonde hair and skintight suits that are completely unrelated to each-other? Just saying. Reason number 2 is because I want my version of Black Cat to be a more credible and skilled hand-to-hand fighter without making her seem too overpowered. I figured if I fused her with Silver Sable (someone able to fight Black Widow to a stand-still) it would help as far as making her a better fighter goes. So...yeah.**

**6. Ricochet is an actual identity held by Peter Parker in the comics, at a time when he was unable to operate as Spider-Man due to their being pretty much a bounty on his head. So while he was trying to clear his name and thus get the bounty on him called off, Peter operated under four other aliases, one of which was Ricochet. Out of all of them, Ricochet was the one who embodied Spider-Man's "smart-ass" side the most and had no respect for authority. Later on, Spider-Man's various alternate identities came to be used by a group of four teen heroes collectively known as the Slingers. Their comic series didn't exactly last long, but the characters themselves still got in a few other appearances here and there. Mostly minor bit-roles though, and it's clear from the way Marvel tends to treat them that they're not exactly treasured members of the ever-growing Marvel family. Still, the idea was different if nothing else, and I figured this was a good excuse to use one of Spider-Man's alternate identities. I went for the one that made the most sense in this context and honestly just the best of Spider-Man's four alternate identities overall, at least in my "humble" opinion.**

**7. Chimera is an interdimensional pirate who in 616 is affiliated with the Sisterhood of Mutants. But between her green outfit, snake on the front, and being named after a Greek Mythology monster, her Hydra affiliation should also be obvious. Figured I could include her in my Marvel Universe without too much trouble.**

**8. Similarly, the character Gorgon mentioned in this story is another member of Hydra, and also a high-ranking member of the Hand to boot. He tends to kick Wolverine's butt pretty good in their fights and even brainwashed him into a Hydra stooge once. He also later impersonated him on the second iteration of the Dark Avengers. The group Leviathan is a part of Hydra he is affiliated with in 616, one that Nick Fury fought against in Secret Warriors.**


	12. Robbing the Barons

Chapter 12: Robbing the Barons

"Okay, to start, there is a loose floor grate in your room. It's not visible to the naked eye, so I'll walk you through it. Go the left-hand corner of the room, and go for the floor grate closest to the corner.."

Silver Sable did as instructed, and removed the floor grate. Looking down, she could see a dull gray ladder leading down into the darkness.

"The base has a complex system of pipes and sewage. Lucky for you I have a pretty good idea of the layout and can tell you how to get to the room holding the Serpent's Crown from below."

"Usually with these sort of things you go through the air-vents…"

"Too narrow and not enough air for you to breath in." Madame Viper said matter-of-factly.

" Wow, Hydra's suddenly genre-savvy now." Ricochet noted sarcastically before adding: "What about their security cameras?"

"Hacked into and broadcasting old footage."

"So...the oldest trick in the book then?" Ricochet asked.

"Anyway…" Madame Viper said, continuing. "Make your way down the shaft and I'll keep directing you from there."

Silver Sable nodded and went down the ladder, Ricochet then placing the floor-grate back in place. Silver Sable made her way to the bottom quickly, and from there was confronted with a maze of pipes and darkened tunnels as far as the eye could see. She also found that the cooler interior of the Hydra building did not apply to this area.

"Pretty hot in here." Silver Sable noted as she continued to move through the tunnels, pausing periodically to avoid getting a blast of hot steam right to the face.

"Well, it _is_ a steam tunnel." Madame Viper pointed out as Silver Sable kept walking. Upon coming to a fork in the path, Madame Viper told her to go to the left. This was just the first of many such directions given, until after what seemed like forever to the heroine she had come upon another ladder.

"Don't go up it just yet." Madame Viper warned. "Scanners indicate a couple Hydra soldiers are on patrol. Wait for them to pass and then move up."

"And how long will that be?"

"About two minutes or so."

That time came and went, and then Silver Sable made her way up the ladder. Testing the hatch at the top, she found it to be locked. Unconcerned, Silver Sable took out a small cutting laser SHIELD had given her after joining them. The small, intense blue-white flame of the cutter made swift work of the metal on the hatch, melting through it as though it were copper. Once she was finished, Silver Sable cautiously raised the hatch just a bit and peered out. She saw no one. Opening the hatch up in full, Silver Sable found herself in a plain white hallway.

_With my costume I should blend right into this place._ Silver Sable joked to herself. She looked behind her to see if any Hydra agents were coming up from behind, but once again saw nothing. Moving forward, Silver Sable tried the door leading out of the hall. This one was locked too, and rather than use the cutting laser Sable decided instead to use the same "code-breaker" she had used in her Cat Burglar days. The actual name of the device was something she'd never bothered to remember, but there was never any questioning it's usefulness. So it was that Silver Sable placed it on top of the keypad to unlock the door and turned it on. A few beeps and dings here and there, and the door was unlocked. Silver Sable was all set to open it when she heard footsteps on the other end.

Grabbing her device and retreating back down through the hatch she'd opened, Silver Sable looked out as the door opened, before closing hatch so that the two Hydra agents who exited did not see her. Keeping her ears tuned for any sound of the Hydra Agent's movement, Sable stayed hidden for a few minutes before reasoning that it was safe to go back out. As she did, she asked: "Do you know if any more patrols will be coming my way any time soon?"

"Not right away, no, but you need to hurry." came Madame Viper's answer on the other end.

Nodding, Silver Sable went to the now unlocked door, opened it, and kept moving. As she did Madame Viper continued to direct her: "So far so good. The Serpent's Crown in one of the rooms in this wing. Keep going down the right-most side and it should be the second door down. Be warned that there will most certainly be guards inside, so you'll actually want to find a different way into the room than through the front door. For that reason, I recommend going through the third door down. I'll explain why once you get there."

Silver Sable nodded and then kept moving. She didn't walk much farther before coming upon the third door in question.

"This door leads to the security room, which among other things controls all alarms, doors, and the intercom system. If you can gain access to it, you can get the guards to leave their posts with a feigned emergency."

"They'll actually be dumb enough to fall for that?"

"Hydra guards tend to be a little _too_ cautious. They always expect the worst and thus won't want to take any chances concerning alarms. Of course, once you do get the guards to leave via false alarm you'll be on the clock. Like, **_really_** on the clock. Everyone in the base will know about the alarm and thus the Barons will become suspicious. You'll only have a small amount of time to get in, get the Serpent's Crown, and then go down through the way you came and back to the room where Ricochet is still waiting."

"So basically working under pressure?" Silver Sable smiled. "Not my first time."

"I'm hacking into the door's security systems now. When you give me the go-ahead, I'll open the doors, and you can move in. I'd recommend using a flashbang grenade, as Hydra soldier's helmets have built-in air filters to keep out any kind of gas. I've also had installed into the computer systems a forced shut-down that I'll activate when you move in. That way they won't be able to raise the alarm."

"Understood." Silver Sable said, as she did taking out a flashbang grenade and then putting on some goggles that she turned on so as to see through her own flashbang. "I'm ready."

"For both our sakes, let's hope so." Madame Viper muttered before activating both the shut-down on the computers in the security room and also unlocking the door. Silver Sable tossed her flashbang grenade into the crowd. Fortunately, the Hydra agents were indeed caught off-guard by this move, and Silver Sable was able to quickly move from one to the next taking them out. One agent panicked and started unleashing gunfire in a blind attempt to hit the cause of his misfortune. Instead all he succeeded in doing was put several holes in both the nearby wall and one of his fellow guards. As he fell, Silver Sable went after this last man, delivering a swift, powerful punch to his stomach area that caused him to double over. Grabbing his rifle, Silver Sable slammed it down on top of him, knocking him out. With the four guards all down, that just left the two men operating the computer, both of whom went down with a single staff strike to the head.

"Viper, I'm inside and the guards and security officers are out. How long until the system reboots?"

"Not long." Madame Viper replied over her communicator. "I'm rebooting now."

As the computers began to turn back on though, a voice came on over the intercom in the room. "What's happened? Hello? Hello? Security Officer 4, what is the status of the Security Room?"

"Uh...Viper, we have a problem."

"Stall them." the SHIELD spy ordered. "This won't take long, but I need some time to work."

Sighing, Silver Sable walked over to the intercom and spoke into it: "Yes, well, Security Officer 4 is currently getting medical attention for injuries. But everything's under control. Situation normal"

"Injuries? We had gotten reports of gunfire. What happened?"

"Well, we had a slight weapons malfunction, but uh...everything's perfectly alright now. We're fine. We're all fine here now, thank you. How are you?"

"We're sending a squad down."

"Uh, negative, negative! We're still cleaning up the blood, it's a real mess, you don't wanna come down."

Sable knew that last lie was a particularly pathetic one, and indeed the response on the other end showed clearly that her counterpart wasn't buying it.

"Who is this? What's your operating number!?"

"Uh…" Silver Sable trailed off before finally deciding to throw caution to the wind, take out a gun, and shoot the intercom, causing sparks to emit from it as it went dead.

"Boring conversation anyway." The disguised heroine muttered before speaking into her comm again: "I hope you've raised that false alarm, because I'm about to get some visitors down here real soon. And machine-gun toting neo nazis and me don't mix."

No sooner did Silver Sable finish her sentence did an alarm begin to blare and red lights flash in every room, including the one Silver Sable was in. Sure enough, all but two of the Hydra agents left the room with the Serpent Crown in search of the disturbance. Waiting for them to round a corner, Silver Sable made her way to the door with the Serpent's Crown. Taking out her gun again, and clutching another flashbang grenade in her other hand, Silver Sable waited for Madame Viper to open the doors. She did just that, and no sooner did she did Sable hurl her flashbang. It did it's job of disorienting the Hydra agents and causing them to unleash their gunfire in a wild spray. Not one of the bullets found any other target but the wall, and no sooner was it done did Silver Sable move in and shoot both Hydra agents in their arms and legs, bringing them down. Running forward, Silver Sable grabbed one Hydra agent's gun and swung it at the other one's head, slamming the rifle butt into his temple and knocking him out. She then knocked out the second Hydra agent in the same manner before the flashbang light could clear completely.

That just left the Serpent's Crown, which itself was not even viewable, locked away as it was within a small safe that was itself protected by a case of bullet-proof glass. Fortunately, the latter was no defense against Silver Sable's cutting laser. Wasting no time, she made a hole in the top of the glass large enough for her to stick her hand through and remove the case. Sable then grabbed the case and bolted out of the room.

She raced down one hallway not a moment too soon, as she could already hear the sounds of the Hydra agents making their return. Retracing her steps and praying no Hydra Agents came her way, Silver Sable exited the wing and went down the hallway to where the hatch was. She opened it and went down it just as a squad of Hydra agents raced down that same hallway, heading to the Security Room Silver Sable had earlier attacked

"Alright Viper, I have the package. I'm making my way back to Ricochet's room."

"No, bad idea. They'll be thinking to look for you there. I've already told Ricochet to move. He'll meet you down in the tunnels. Once you two do meet up, I'll direct you through a pass leading out of the base. I feel I should warn you though that you'll be on your own at that point. I have to keep up appearances after all. And in fact part of that will mean letting Hydra's patrols where you are."

"What!?"

"You'll want to keep moving." Madame Viper said matter-of-factly. "Again, I can't have the Barons thinking I've helped you. So you and your boyfriend had better get to the jet as soon as you can. You know how to fly it yes?"

Silver Sable nodded. "Yes, I remember what I was taught."

"Good."

Silver Sable didn't get much farther before she met up with Ricochet, who smiled behind his mask upon seeing Silver Sable.

"Good to see you made it this far." Ricochet said. "When those alarms started going off and Viper told me to come down here I couldn't help but get a bit nervous…" Ricochet trailed off before taking off his white wig and wiping some of the sweat off his forehead. "Man, it's hot in here. The sooner we get out, the better."

"Now that the two of you are together, take the route through the middle of the steam tunnels before then cutting to the left. Then just go up and eventually you'll reach the end. Then you two are on your own. I've already alerted Hydra agents and told them to go to your rooms, so you need to hurry."

Ricochet turned to Silver Sable. "You sure she's not trying to kill us?"

"Shut up and move!" Madame Viper ordered over the communicators. Nodding, Ricochet and Silver Sable made their way through the steam tunnels, following the path as given to them by Madame Viper. The SHIELD spy's having told the Hydra agents where to find them meant that the green-clad terrorists would almost certainly be down in the Steam Tunnels now as well, something Ricochet's Spider-Sense buzzing more intensely confirmed.

"They're getting closer to us." Ricochet said matter-of-factly.

The periodic bursts of hot steam only served to slow the progress of the two disguised heroes even more, which in turn caused Ricochet's Spider-Sense to buzz even more intensely as the Hydra agents got closer and closer.

"How much farther until we reach the exit?" Ricochet asked.

Silver Sable shook her head. "I don't know." She admitted.

Sighing, Ricochet took to looking around more and more for any sign of nearby Hydra agents. Thus far none were seen, but his Spider-Sense buzzing nonstop told Ricochet that they were getting closer and closer.

Another pause. Another blast of steam. When this one dissipated though, Ricochet fired webbing at Silver Sable and yanked her out of the way of a hailstorm of machine gun bullets that a trio of Hydra agents unleashed. Wasting no time, Ricochet fired a web-line at each of the Hydra agent's machine guns and yanked them right out of the goon's hands. The Hydra agents drew handguns, but Ricochet closed the distance between him and them before they could aim and fire, and downed each of them with a single punch or kick.

By this point shouting could be heard off in the distance, and then the sound of heavy boots running across the metal grated floor of the steam tunnel. Ricochet's spider-sense starting up again told him that he and Silver Sable needed to keep moving. He turned to her. "You alright?" She nodded. "Good. Because more Hydra chuckleheads are on their way."

Past more of the bursts of steam and down the ever-extending hallway, Ricochet and Silver Sable continued to run. The pass seemed to go on forever, and all the while the sound of footsteps on the metal grate ringing in the heroes' ears over and over again. _Bang, bang, bang, bang._ Over and over as they ran, and all the while Ricochet's Spider-Sense buzzed more intensely as he felt the Hydra agents get closer, the sounds of their footsteps in turn getting louder and louder.

Then his Spider-Sense alerted him to something else. The source of the danger was coming his way fast. Having felt this feeling a thousand times before and knowing what to do, Ricochet instinctively ducked and then rolled to one side as another volley of bullets was sent his way. Whipping around, Ricochet confronted the pack of Hydra agents running towards him and Silver Sable. His face turning into a look of grim determination behind his white mask, Ricochet zipped towards the Hydra agents. Strands of webbing fired in all directions kept the Hydra agents sufficiently focused on him as Silver Sable continued to run. Volleys of bullets from the Hydra agents went in every direction, but Ricochet moved his body as needed to avoid each torrent of bullets as they came. Some whizzed by much too close for comfort, but still Ricochet avoided every shot.

A punch to one Hydra agent's face cracked his mask's goggles and knocked him out. A kick sent a Hydra goon flying backwards a good several feet. Bullets were flying in every direction, and the cacophony of it was ringing in Ricochet's ears nonstop. But Ricochet had long ago learned how to tune it out and just go from man to man, dodging bullets as needed and also using his webbing to great effect, disarming some Hydra thugs of their guns, incapacitating others, and also using webbing to close the distance. In many respects, Ricochet just stopped thinking as his mind became focused solely on paying attention to both his enemies and the warnings of his Spider-Sense, the latter telling him what direction bullets were coming from at any given time and thusly what direction he should move in.

For a normal person, it would have been impossible to act on this information. No normal person was fast or maneuverable enough to be able to dodge even one bullet, never mind dozens coming from different angles. But for Ricochet, the bullets went by significantly slower, and he could evade them all as needed.

More punches and kicks in different directions. Finally, the Way of the Spider had done it's job once again and all of the Hydra soldiers were down. Not waiting for more to arrive, Ricochet took off after Silver Sable again. He caught up with her quickly enough, and from there the two at last reached a ladder leading up.

"Finally. Thought we might die of old age down here."

Silver Sable chuckled before going up the ladder first, followed swiftly by Ricochet. The sun-soaked jungle outside was no less humid than the steam tunnels below, and by now both heroes were sweating their clothes out, and Silver Sable in particular was starting to slow down. Ricochet could hear her panting too.

"Man I can't wait to get back to cold weather. And I hate winter…"

"Come on, we're almost home-free."

"Almost, but not quite." Came a voice not their own. Turning to see it, they saw another pack of Hydra agents, all of them with guns trained on the pair.

"We know you have something of ours. You were fools to try and deceive Madame Viper. She saw right through your ploy to get into our base."

At this, Ricochet couldn't help but smile behind his mask.

"You should have been serious about your offer to join us. You could have gained much. Instead, you're going to die here."

"Sorry, but even thieves have standards. And mine include not working with nazis and terrorists."

The Hydra captain scoffed at this. "Well, it means little in the end. We have the guns, and you have nothing."

Ricochet shook his head. "Why do so many idiots think they can beat me just because they have guns?"

The Hydra Captain opened fire with his Beretta Pistol, but Ricochet was already avoiding the shots and making his way towards the man. Seeing this, the Hydra Captain panicked and backpedaled as his men all turned their guns in the direction of Ricochet. But as had been the case before, no shot could hit him, with Ricochet moving his body out of the way of every bullet as it whizzed by. One punch downed the Hydra captain, and then Ricochet went after one half of the Hydra force, spraying webbing everywhere to disorient the Hydra agents and interrupting their stream of gunfire, all the while ducking, dodging, and rolling to avoid the gunfire directed against him from the other half of Hydra agents.

Tossing another flashbang grenade into the crowd of Hydra agents, Silver Sable blinded the ones shooting at Spider-Man, and making it quite easy for the hero to turn around and direct his attention to them. Disoriented as they were, the Hydra agents were easy pickings for both Ricochet and Silver Sable, who laid into any that Ricochet missed with punches, kicks, and strikes from her staff.

By this point, some of the other Hydra agents had managed to recover from the webbing and were now shooting at the two heroes again. Ricochet and Silver Sable closed the distance, the latter swinging her staff about and striking many of the Hydra agents before they could even fire a shot. Not letting up, Sable went from one Hydra agent to the next, striking them one by one over and over again to keep them from making a single move against her. Soon all of them were on the ground writhing in pain while Ricochet took out what few Hydra agents Silver Sable didn't.

"You're pretty good with that thing." Ricochet noted.

Silver Sable nodded. "Thanks. Both Taskmaster and Shang-Chi trained me in how to fight with weapons as well as hand-to-hand. I always liked the staff the best. Gives you a long reach you know."

As the two heroes took off once more through the jungle, Ricochet inquired as to why she'd never carried it while operating as Black Cat.

"Didn't think it really fit the whole 'cat' motif, you know? The claws did. You know I considered carrying a whip too."

"That sounds a little uh…"

Silver Sable chuckled. "I know, kinky right? But somehow, I just felt like it wasn't quite for me. So I just stuck with the claws."

The two continued to run through the jungle for a little while longer before Ricochet decided that there was a faster way of getting around. Taking Silver Sable in one arm, Ricochet shot a web-line at one of the nearby trees and from there began web-swinging through the jungle. This saw the two covering a good deal more distance than before, and soon the two had reached the site of the jet they had arrived in.

Landing in the clearing, the two heroes were all set to get on the jet when machine-gun fire hit the ground in-between the heroes and their means of escape, sending up quite a bit of dust. Turning around, Ricochet and Silver Sable saw two jeeps with gatling guns mounted on the top driving into view. And out of them came a man who Ricochet for one recognized. He was a tall, broad-shouldered man dressed in mostly violet purple attire but with black combat boots and gloves and shoulder and chest armor that was silver in color. Ammo straps, pouches, and holsters for guns were all clearly visible on him, and in one hand he held a trademark Hand-Cannon that his enhanced strength allowed him to wield more effectively than a normal person could.

"Paladin."

"I have to give you two credit, you came close to making a clean getaway. But nobody steals from Hydra and walks away." Paladin cocked his hand-cannon as he said this before aiming it at Ricochet and Silver Sable. "I'd hand over the Serpent's Crown if I were you."

"Not a chance."

Paladin shrugged. "Suit yourself. I tried to give you a way out." The purple mercenary turned to the Hydra thugs manning the turrets on the jeeps. "Blow up that jet."

Acting quickly, Ricochet fired webbing into the eyes of the turret-men, but this didn't keep them from unleashing a barrage of turret fire. Fortunately, their aim was off and Ricochet and Silver Sable were able to steer clear of the bullets. Paladin in turn took to shooting at the two heroes, assisted in this respect by more Hydra agents.

"So you're a Hydra thug now Paladin?" Ricochet asked with barely concealed disgust.

"Their money's good" Paladin replied in a blunt and casual manner before adding almost as an afterthought: "..._and_ as an additional part of the deal, I get to take down Spider-Man and Black Cat."

"I've heard that one enough times before. And you're far from the first person to shoot at me and miss. What else you got?"

"Well for starters, I know how to put a bullet where it will do the most damage."

And by the time Ricochet deciphered what Paladin said the purple mercenary whipped around and took aim at Silver Sable, who was distracted keeping the Hydra agents at bay with both gunfire and smoke bombs. But just as Paladin fired out several shots some stray gunfire from the still-blinded turret men destroyed the hand-cannon and most of Paladin's glove along with it. He snarled in pain and clutched his exposed and bleeding hand.

"Idiots! I'm in your path!"

Suddenly finding himself overcome with a white hot rage at how Paladin had tried to shoot the woman he loved, Ricochet surged towards him with a level of speed that was considerable even for him. Paladin turned just in time to see a white-gloved fist collide right with his face. This was followed by yet more punches as Ricochet unleashed the Way of the Spider's full fury on Paladin. To his credit the mercenary was able to react to some degree, blocking a few attacks and side-stepping out of the way of others. Inserting the moves of a Green Beret into his fighting style, Paladin attempted a pugilist approach in response to Ricochet's furious assault. It proved to be less than successful as Ricochet continued to spin and leap about, all the while landing punishing blows on his opponent.

Another punch knocked a fair bit of saliva out of Paladin's mouth, prompting the mercenary to swing his arm out in retaliation. Ricochet ducked underneath his attack before rocketing upwards, delivering an uppercut straight to Paladin's jaw and sending him into the air and then right on his back.

Paladin shot out with one of his feet, and Ricochet back-stepped to avoid it. Staggering to his feet, Paladin drew two smaller handguns from his holsters and opened fire. Ricochet avoided his shots easily before closing the distance and planting both of his feet into Paladin's chest. The mercenary's armor held firm, but Ricochet managed to disarm Paladin of both of his pistols with webbing as he leaped off of Paladin. Drawing a knife, Paladin surged towards Ricochet again, slashing this way and that, as well as making several thrusts in addition.

Meanwhile, Silver Sable had taken cover behind the jet as the Hydra gunners were switched out before the new gunners let loose with sprays of turret-fire, some of which had by now left holes in the jet big enough to fit a hand through.

_There goes our ride._ Silver Sable noted, as she did still trying to stay behind cover. Turning to see Ricochet engaged in battle with Paladin, Silver Sable decided to lend her boyfriend a helping hand. Drawing her gun and aiming it, Silver Sable shouted at Ricochet to move. He did as instructed and Silver Sable let fly with a barrage of bullets. Paladin dodged some of them and his body armor took the rest, but the shots distracted him if nothing else. Enough so that Ricochet was able to exploit the distraction in such a way that he was pummeling Paladin once again, landing a flurry of blows in every direction that all found their target as all the while he avoided the shots fired at him by the Hydra soldiers, who were themselves shot at by Silver Sable. Finally, after one last well-aimed punch to the jaw Paladin reeled, swayed, and finally collapsed face first into the dirt.

"**_Never_ **shoot at her." Ricochet growled darkly.

But Ricochet had no time to celebrate his victory, as more bullets sent his way forced him to once more go on the evasive, but this time also backpedaling before then turning tail altogether. As Ricochet and Silver Sable remained behind cover, he asked her: "You wouldn't happen to have a means of calling SHIELD to send us another jet would you?"

"I do have a communicator. We'll see if they can help. In the meantime, I think there's a motorcycle on the jet we can use."

"You're gonna have to drive if that's the case."

"You don't know how to drive?" Silver Sable asked. Ricochet shook his head. "Never learned. Plus, with my web-swinging it did seem kind of pointless."

Silver Sable sighed deeply but nevertheless clambered into the side of the jet before making her way into the back, with Ricochet right behind. After getting the motorcycle ready, she shouted at Ricochet to lower the ramp. After a few moments of searching frantically for the controls, all the while the sounds of gunfire outside ringing in his ears like a maddening bedlam, Ricochet finally found the right controls and the ramp was lowered. Racing to where Silver Sable was, he got on the back of the motorcycle as Sable took the handles. Soon, they were off, racing away from the now badly shot up jet and also the Hydra jeeps.

"What do you think the chances are that they'll follow us?" Ricochet asked.

"I'd say pretty good." Silver Sable replied bluntly but sincerely before adding: "The drive here may get a bit rough. I'd hold on tight if I were you."

"Come on Felicia, you know me; I don't slip."

"Not the reason I said that though." Silver Sable replied, a sultry smile forming as she did. At this, Ricochet couldn't help but chuckle. "For all the ways in which you've changed Felicia, in other ways you're exactly the same."

"I consider that a good thing." She replied simply as the two continued to drive through the jungle. But Ricochet's spider-sense continued to buzz, in turn telling him that the Hydra jeeps were indeed continuing their pursuit.

"So...when those Hydra jeeps catch up with us…"

"They won't catch up."

"...when those Hydra jeeps catch up with us, I really hope your driving skills are good enough to make sure we don't both get filled with holes. I'd kind of rather not become the 'Amazing Swiss Cheese Man'."

Silver Sable burst out laughing at that before saying: "Have a little bit more faith Spider. I used to drive motorcycles a lot. Once."

"You did?"

Silver Sable nodded. "Yeah, it was a phase. Back when I wanted to be a badass biker chick."

"And then you grew up to become a badass super-thief chick instead."

Silver Sable laughed again. "Yes, that's what happened."

Ricochet's spider-sense began to buzz even harder than before, and soon the Hydra jeeps came into view, their turret-men once more unleashing a steady stream of bullets from their gatling guns the second the motorcycle came into view. Baring her teeth, Silver Sable swerved the motorcycle out of the way of the turret-fire, and then pressed down hard on the pedals, forcing the motorcycle to zoom forward as quickly as it could. The jeeps pursued though, all the while unloading more turret fire.

So went the chase, the three vehicles moving through plains and grasslands, with the town overlooking the jungle drawing nearer and nearer.

"We can't lead those Hydra jeeps into that town. They won't care if they gun down anyone else to get to us."

And then, Ricochet let go of Silver Sable, turned around, and web-zipped to the nearby jeep. The gunner tried to turn his gatling gun on Ricochet, but the hero moved out of the way of the bullet barrage. The gunner dared not shoot again as Ricochet drew closer, lest he destroy the jeep, and thus Ricochet was able to blind the man with webbing to the eyes just as the other jeep's gunner swerved his gatling gun around and opened fire on the jeep Ricochet was on. Ricochet threw himself sideways, falling off of the jeep and rolling as he landed. The jeep itself was not so fortunate. A merciless hail of turret fire ripped through the jeep's doors and body, hitting and killing both the driver and the Hydra agent in the passenger seat. The jeep swerved out of control before crashing. With his vehicle destroyed and his eyes blinded by webbing, the gunner had the good sense to get out and flee, as well as he could with his vision taken away.

The other jeep meanwhile continued it's pursuit of Silver Sable and her motorcycle. Seeing it leaving, Ricochet took off after it before leaping into the air and then webbing onto the back of the jeep. Ricochet's webbing just barely went far enough to stick to the rear of the jeep, and Ricochet promptly zipped forwards on it. The gunner realized Ricochet was behind him in time to turn around, only for Ricochet to move his body to one side to avoid the turret-fire. Making his way down, Ricochet grabbed the gunner and threw him over the side of the truck. The man in the passenger seat took out a handgun and tried to shoot Ricochet down, but Ricochet avoided the pistol shots without trouble and then disarmed the man with a "web bullet". Another one blinded the man as Ricochet fired webbing at the driver's shoulders. With a good tug Ricochet yanked the man out of his seat, ripping his seat-belt and throwing him into the air.

With both jeeps now effectively taken out, Ricochet felt his senses clear up a bit and he realized he felt no other tingling in the back of his head. The threat had been eliminated for now, but Ricochet figured Hydra would send more forces than just the jeeps and Paladin. With this in mind, he got out of the jeep and ran off after Silver Sable. The lack of anything tall meant he couldn't web-swing, as he found himself running the entire way to the city on foot, by now sweating buckets from head to heels, he found himself realizing that perhaps he should have learned how to drive.

_Can have my own 'Spider-Mobile'_ Ricochet joked as he kept running.

-X-

No sooner had she reached the town did Silver Sable finally set about contacting SHIELD. Dozens of people were staring at her with bulging eyes and in some cases hanging mouths, with many men in particular (and some women too) looking her up and down. That she was dressed in a skin-tight catsuit that she was by now sweating right through probably had something to do with this.

"Yes? Hello? Agent Coulson, are you there? Coulson?"

"I'm here, what is it? Do you have the Serpent's Crown?"

Silver Sable nodded. "Yes. But our ride kind of got shot to bits by Hydra. Me and my boyfriend need a ride."

"Understood. Where are you now?"

"Uh…" Silver Sable looked around but found no signs indicating her location. "...I have no idea. And I can't read the language here either. I took Spanish with a bit of Latin in Language class, not Hindi."

"No need. We should be able to get a signal on you via GPS. So whatever you do, don't move."

"Do you have a marker for Ricochet?"

"Yes. He's coming your way."

Silver Sable smiled. "Good to know. I got a little worried when he went after those Hydra Jeeps…"

And so it was that Silver Sable stayed where she was as passerbys continued to size her up or in many cases snap photos. Many were also calling out to her in Hindi, and a few in English. Normally, Felicia liked this kind of attention, but at the moment, she found herself decidedly less eager to put herself on display. Really all she wanted at the moment was a shower. And ideally some new clothes not drenched in sweat.

Finally, Ricochet appeared in view, and he too was sweating right through his costume. His enhanced stamina ensured he could still make his way to Silver Sable quickly enough, but she could still hear him panting a bit.

"Hey handsome. What took you so long?"

-X-

"So how did it go?" Spider-Man asked as Black Cat finally exited the room she'd been in for the last thirty minutes at least. That she'd been in there so long had gotten Spider-Man nervous. But here Black Cat was looking no worse for wear, and in fact she seemed happy enough.

"Well enough. I got them the Serpent Crown, just like they wanted. They were surprised and impressed that you and I actually pulled it off."

"Oh ye of little faith." Spider-Man said in a derisive tone. Black Cat chuckled. "Yeah, well they thought we did good. They didn't like how...chaotic our escape got, and how we caused quite a scene in wherever that was in India that we ended up in. But in the end, everything worked out."

"I'm so glad to hear that." Spider-Man said before adding: "And I think you can forgive me if I say I'd rather not do something like that again for a couple different reasons."

Again, Black Cat chuckled before adding: "Duly noted. I'll make sure the next mission of mine I drag you along on is a bit more...straightforward."

"So what now?" Spider-Man asked. "You ready to go back to being 'Black Cat, Agent of SHIELD'?" Spider-Man teased.

Felicia's lips formed into a sly grin as her eyes lit up with a certain sultry light. "Black Cat is _Spider-Man's_ partner. Always has been, always will be. So therefore I think that when I'm with SHIELD I'll see how Silver Sable does."

"As a super-spy?" Spider-Man asked in a deadpan.

Felicia smiled. "I was going to say 'without the tan and accent', but close enough."

-X-

In the world of international terrorism and the War on Terror, one did not live long by taking chances.

So it was that Abdul Sharrir, prominent member of Al Qaeda had taken to never going anywhere without a sizable retinue of armed guards who had been long ago conditioned to shoot at anything that looked like anything resembling a threat, even it was just someone or something that didn't smell or look right. He hadn't spared any expense when it came to equipping his men either, all of them lugging around machine guns that in many cases were stolen from American or European soldiers that Sharir's men had killed.

As it was Abdul Sharir had good reason to be afraid. With Bin Laden's death a mere two years ago and other high-ranking Al Qaeda figures also dead along with him, it was clear that the terrorist group's enemies were cracking down. And it was not just the official nations of the world who were hunting them now. Hydra had approached them a few times in the past and more often than not Al Qaeda made the mistake of arrogantly refusing an alliance with them. Hydra had since given them ample reason to regret their decision.

And so now here Abdul Sharir was, in his bought out motel on the top floor, sitting in a room that had no comforts of any kind. He held a gun of his own in hand just in case his men failed him. Not that he knew how to actually use it. Ordering bombings and mass shootings he could do, but when it came to doing his own dirty work he was hopelessly inept.

The lights went out. Sharir cursed the faulty wiring of the run-down place he'd chosen to camp out in. He would have much preferred his private estate, but the UN had since bombed that into oblivion. He couldn't afford anything nicer while remaining inconspicuous.

Finally, the lights came back on, but when they did, the men standing guards outside quickly realized that one of their number was missing. They spread out to go looking for him, but this only played into their enemy's hands. Another guard vanished, this one having strayed a bit too far from the others.

And on and on it went, each of the security guards being silently taken out one by one by a figure who seemed quite adept at such matters of stealth and precision, not to mention speed. And with each guard who was eliminated in this fashion, the remaining ones became steadily more on edge, eyes darting about trying to find the source of their misfortune. They never did, and none of them ever got the chance to raise the alarm either.

Back in his room, Sharir heard a knock on the door. Frowning, he got up and clutched his handgun ever more tightly. "I gave orders not to be distur-"

The old door got kicked down, breaking right off it's hinges and landing with a loud crashing sound. Abdul Sharir gasped and fell backwards. His gun went flying out of his hand. As he scrambled about trying to find it, his assailant entered the room and quickly closed the distance between him and the terrorist. No sooner had Abdul reclaimed his gun did the other man kick it right out of his hand.

Abdul turned around to see who it was. The man in question was of a similar height, build, and overall physique to Spider-Man, and indeed dressed in a similar manner, namely a dark blue costume with a mask akin to Spider-Man's, but blue and with red rims over the white eye-pieces rather than black. Displayed proudly on his chest was a large, crimson spider logo, and elsewhere cables jutted out of a backpack he wore that then connected to red wrist-pieces.

His name was Michael Bingham, but most knew him as Blood-Spider, protege of the Taskmaster and like him a mercenary. As to why he chose Spider-Man's image as his own, to that one needed only look at his preferred targets and victims to guess. Like the mass murdering terrorist he currently had at his mercy.

"S-Spider-Man?" Abdul Sharir whimpered. Blood-Spider allowed himself a slight smile behind his mask.

"Something like that." he said in a bemused tone before suddenly producing a blade that's steel glinted before Blood-Spider lunged forwards with it, slashing in a blur-like motion. Next thing Abdul Sharir knew a puddle of blood was forming on the floor before he collapsed, whereupon the spreading pool of red became larger still.

"Well that was easy." Blood-Spider remarked before hearing the sounds of more of Abdul's men running up the stairs and through the halls. Taking that as his cue to leave, Blood-Spider cleaned the blood off his blade, re-sheathed it, and ran out of the building. His speed, agility, and reflexes were such that navigating the outside of the building had been just as easy as navigating the inside of it, with Blood-Spider scaling the walls or else leaping from one to another and then another. Upon reaching the roofs he found leaping across them to be no more of a challenge for him.

_Easy in, easy kill, easy out. I swear if I don't get a good payday for this hit I'll have wasted my time._

By this point Abdul's remaining men would have assuredly discovered his body, but the screams and cries of Arabic were becoming fainter and fainter to Blood-Spider's ears the more distance he put between himself and the abode of his recently deceased quarry.

Replicating Spider-Man's webbing had been the most difficult thing. Eventually Blood-Spider was content to settle for grappling-hook launchers fired out of the same red wrist-gauntlets his cables were attached to. Not as sturdy or adhesive, but it would have to do.

With his assassination of Abdul Sharir concluded and his having made a clean getaway, Blood-Spider wasted no time in hitching his ride back to the States. On said ride back, he contacted his trainer and prime employer, the Taskmaster: "It's done. Abdul Sharir is dead. I expect my full pay wired to my account in Switzerland."

"Yes, yes of course." Taskmaster said, his ever-unconcerned sounding voice on the other end. "Our clients will be pleased to hear that Sharir's not a problem anymore. By the way, you've just gotten a new assignment."

"And so soon after my last one." Blood-Spider noted pleasantly before asking: "Who is it?"

"Two guys like us." Taskmaster replied before elaborating: "Jack O'Lantern and Beetle. Say they're reforming the Sinister Syndicate, and they want you on it, same as last time."

"Do they now? I'll be interested to hear how they plan on paying me."

"I was wondering that myself. Guess you'll find out soon enough. Assuming you're at all interested that is."

"I probably shouldn't be." Blood-Spider admitted. "The first incarnation of the Sinister Syndicate didn't exactly go so well. I still have the bruises to show for it, not to mention the reset arm. But who knows? Pumpkin-head and bug-man might just have something good this time around. I'll hear them out. Tell them to wait for me in the same place I meet most of my contacts."

"Will do." Taskmaster said before the line cut out. As it did, Blood-Spider reclined in his chair, as he did thinking: _Wonder what's so big that those two feel compelled to get the old band back together._

**Author's Note:**

**Paladin is one of the many superpowered mercenaries Marvel Comics has played host to over the years. He's kind of a jerk to be honest, but he does usually work with the heroes when it suits him. Still a bit of a jerk though, and in my MU I really wanted to play up the selfish mercenary side of him more. Thus, he's willing to work with Hydra here. Given that he's betrayed his teammates in 616 before, I would argue that he wouldn't be unwilling to do this in mainstream continuity, but that's just me.**

**The Spider-Mobile that Spider-Man/Ricochet sardonically makes reference to was an actual thing believe it or not, being a Dune Buggy esque car that the Human Torch was involved in creating. It first appeared in Amazing Spider-Man Issue 130, and suffice to say is a part of the web-slinger's history that he would just as soon forget, especially when a remade version courtesy of the Tinkerer tried to kill him. Yes, you read that right: Spider-Man once got attacked by his own car. Yes, it's very stupid. And that's why no one ever brings it up.**

**Blood-Spider is an actual Marvel character and like in my Marvel Universe was a student of the Taskmaster's that was meant to be a kind of evil counterpart to Spider-Man, hence the name and costume (which I retained here). He's appeared only once or twice in 616, but I thought he looked cool and was a cool idea for a villain, so I decided to include him in my Marvel Universe. The 616 version's first appearance was Amazing Spider-Man Issue 367.**

**And finally, in case anyone was wondering, I actually like Catwoman's whip. My poking fun at it here was more "affectionate" than malicious. Just thought I'd be on record about that.**


	13. Takeover

Chapter 13: Takeover

"This is one hell of a plan your boss has got." Blood-Spider noted matter-of-factly as he continued to walk with Jack O'Lantern. Of course, at the moment they weren't really Blood-Spider and Jack O'Lantern. Currently the two men were out of costume, and without his pumpkin-themed helmet Jason Macendale's eyepatch was clearly visible, along with the scarring around it.

"Yeah, it is." The mercenary admitted. "I kind of like it though. I'm playing with the big leagues now."

"You _think_ you're playing with the big leagues now." Blood-Spider, or Michael Bingham, corrected. "We don't know whether or not this master plan of his will actually work. And if it doesn't…"

"No one's forcing you to stay Bingham." Jason Macendale countered. "If you think it's too big for you, you can always bow out. No hard feelings."

"Maybe not from you. But the others?" Michael Bingham sighed. "Ah, the hell with it. To be honest I've been looking for a challenge lately. This might just be it. And if this insane scheme of the Goblin's _does_ work, things could really be looking good for me going forward...and if it doesn't work I could end up with a bullet in my head, or perhaps six in my chest. Can't always tell how these sorts of things will go down. But I'm still in."

"Good to know. I wanted the old team line-up as much as possible. Couldn't get Shocker, but I figure Electro's more than a good substitute. More powerful if nothing else."

"I didn't take you for being the sentimental type Macendale."

"I'm not really. I just prefer to work with the same people. It allows me to familiarize myself with my associates. Makes them easier to read, to predict, to work with. And, in a pinch to play."

"I'm not sure I like the idea of you stringing me along pumpkin head."

"Trust me, if I was stringing you along you'd never know until it was too late. But as it is, I can assure you I'm not. We're together on this."

"I suppose we are now, aren't we?" Bingham said with a nod. "So be it."

The two's conversation was interrupted by the Hobgoblin, who was also out of costume at the moment and thusly was just Roderick Kingsley. He strode forward with confidence before stopping right in front of his two fellow supervillains. "Just wanted to let you boys know, our mutual boss is calling a meeting. He says it's time."

At this, both men smiled.

-X-

"I blame **_you_** for this!" Baron Strucker snarled as Madame Viper continued to stand at attention, all the while bearing the brunt of the old nazi's verbal abuse as he continued to fume over the loss of the Serpent's Crown.

"You've made that very clear by now Baron." Madame Viper said.

But this did not keep him from continuing, or perhaps more accurately, re-iterating what he had already now said a few times: "**_You_** vere the one who hired those heroes masquerading as mercenaries!"

"I know Baron…"

"**_YOU_** vere the one, who brought them straight to this facility!"

"I was _also_ the one who first deduced their true motives for being here and alerted our security forces. _And _I found the agent who's incompetence caused the security failures that gave them greater access to the facilities. I think that's all worth remembering."

At this, Strucker turned around and sharply backhanded Madame Viper. "**_Silence!_**" he snarled. "Your failure is a most serious one, and it is only because of your high rank and your being useful that you are not dead right now. There is no room for a second failure however. Your next one vill be your last."

"Understood." Madame Viper said in an even tone, even though at the moment her eyes flashed with the image of her strangling the old bastard and finally ridding the world of his menace for good.

"Well…" came a voice that neither Baron Strucker nor Madame Viper recognized. The two turned to face it, and saw none other than New Goblin striding forward confidently through the front doors. "...it certainly seems like you're all in a bit of a tight spot. I wonder how I can help with that?"

"Who are you? How did you get in here!?"

"Why, through the front doors of course. Your associates were kind enough to let me pass after they saw my...retinue."

At this, the members of the Sinister Syndicate all strode into view, all of them back in costume and with their weapons and gear at the ready. Behind them were the Hobgoblin and the artificial symbiotes Poison, Scream, Lasher, Agony, Riot, and Phage. The Vulture and Hybrid were not in evidence, the reason for which being their being a part of a later phase in New Goblin's plan. Considering he already had over a dozen supervillains backing him up, New Goblin felt pretty confident that he could manage without them.

"Guards!" Baron Strucker roared. "Shoot them down!"

At this, several rows of Hydra agents appeared and all trained their guns on New Goblin and his group. As they did though, New Goblin held up his hands and said: "Wait. We're not looking for trouble here. We've come with an offer."

"Really? What could you and your pitiful band ever offer Hydra?" Baron Zemo asked condescendingly, the purple masked man at last choosing to speak up.

"I'd feel a lot more inclined to say without dozens of machine guns trained on me." New Goblin said matter-of-factly. Sighing, Baron Zemo held up a hand as an indication for the Hydra soldiers to stand down. Once they did, New Goblin nodded. "Excellent, that's much better."

"So then…" Baron Zemo said. "...what is it you think you can offer us?"

"We can give you the White House, and with it the President of the United States." New Goblin said simply.

Both of the Barons burst out laughing at this, and didn't stop for a long while. New Goblin waited until they were finished before continuing: "Its not a joke. I've devised a plan to seize both the White House and the President, but we need to work together. And before you continue to insist that you don't need me and my associates here, you do. Otherwise you would have taken it by now. You certainly have the manpower for it. But you lack a means of countering the ordnance the military would inevitably bring down on you if you so much as sneezed in the capital's direction. Fortunately for you, I happen to have a master of disguise in my employ. He and several of my other agents can seize the country's nuclear arsenal and use it to keep the military from interfering while you and your forces seize the White House and with it the President."

"Who is this 'master of disguise'?" Baron Zemo asked skeptically.

"He calls himself the Chameleon. I'm quite certain that you've employed him in the past. Why you never used him for something like this is beyond me but here's your chance to rectify that. Together we can bring down the Mount Olympus of the modern world. What do you say?"

"I say that you're a lunatic and that I've heard enough" Baron Strucker said before turning to some of the nearby Hydra agents. "Remove him."

But before any of the Hydra Agents could move in Baron Zemo held up a hand as an indication for them to halt. "Not so fast Strucker. I believe that the Goblin has made an interesting offer. It would do no good to not consider it."

"How can you be such a fool Heinrich?" Strucker snapped. "He's delusional!"

"Perhaps. But even if he is a fool, he's a fool with an interesting plan. We have always wanted to see America burn, and now ve have the chance to do exactly like that. I think that perhaps we should consider the Goblin's plan."

New Goblin smiled behind his mask. "Trust me, you won't regret it for _one second_."

"So then what is the plan?" Baron Zemo asked.

"I'm glad you asked. As I said, Chameleon can help our cause immensely. With his ability to disguise himself as anyone he pleases, he can infiltrate the White House and make sure that the defenses are, shall we say, not at their best. The rest of my Sinister Syndicate will hide themselves in a truck that will pass through the White House at 1400 hours tomorrow. Once the signal is given by Chameleon from inside the White House, the Syndicate will attack. Your part in this will be to have as many Hydra agents as you can spare in Washington undercover for when the time comes. Together, we'll overpower the Secret Service and whatever other defenses there are in the White House."

"And vhat is to stop the full might of the US military and possibly also SHIELD from coming down on our heads?" Baron Strucker asked condescendingly.

"Besides the fact that we'll kill the president and everyone else in the White House if they don't stand down?" New Goblin's lips formed into a smile behind his faceless green mask. "Chameleon's final task will be to seize control of the nuclear launch codes inside the White House. Should the US army so much as raise a fist at us, he'll launch a nuke at any location I see fit to reduce to a crater. And before you ask about those pesky precision urban drones the country seems to love these days, Beetle and Jack O'Lantern will maintain aerial patrols. They'll see any drones coming and stop them in their tracks."

"How do you know Chameleon won't be caught before he completes his objectives?" Baron Strucker demanded.

"He won't be. I've spent some amount of time looking at and analyzing the different members of the White House staff and their patterns and duties. Chameleon will know exactly who to impersonate, and what's more he'll be impersonating several different people. And besides that, I have another associate of mine separate from the Sinister Syndicate who will be accompanying him to make sure he succeeds."

"It still sounds like a risky venture." Baron Zemo noted. "Hydra has not lived as long as it has by taking fool's chances."

"I seem to remember you were the one who was most willing to hear me out. Come now, it's the ultimate prize. And I know of how your organization works: cause chaos around the globe so people become compelled to give more and more power to your sleeper agents in positions of political power. Just imagine what kind of power those sleeper agents could get after the free world lost it's leader?"

"A compelling argument." Baron Zemo admitted. The purple masked man nodded. "And it is indeed a prize to be sure. One the old Reich could have only dreamed of…"

"...and honestly with little risk on your part. Worst comes to worst, you lose some Hydra agents. But then when have you people ever been inconvenienced by the loss of fodder? After all, 'cut off one head, two more will take it's place'."

"True." Baron Zemo said with a nod. "You know our ways and ideals well Goblin."

"Indeed I do. Mostly because I too crave power and the means by which to bring down those I call enemies. Our interests align, and what's more, I carry most of the risk. It's a bargain to your favor."

Baron Zemo seemed to consider this for only a moment before he extended a black gloved hand for New Goblin to take in his own. "It is a deal." Zemo said. "You have Hydra's support."

New Goblin smiled behind his mask once more. Everything was going according to plan.

-X-

No sooner had she heard the truth about New Goblin's proposed plan, Madame Viper knew she had to warn SHIELD of what was about to happen. Getting that warning out proved to be harder than the SHIELD spy would have wanted though. Still not forgiven by the Barons for her "failure", they were making sure to keep a careful eye on her. The men standing guard over her room were now taking quite the interest in her progress, and she knew that cameras were active inside to watch her every move.

Madame Viper sighed in frustration. Her position within Hydra was now at risk, and she'd fallen out of favor with the Barons. With her activities monitored, she'd need to be able to find an excuse to disappear for a time, just long enough to send out a warning.

She doubted her request would be granted, but she also figured she might as well take the risk at this point.

"Baron, might I request a brief leave? I wish to go to Japan to resume our negotiations with Gorgon and his Hand and Yakuza contacts."

It was a complete lie, but Madame Viper was confident Baron Zemo wouldn't know that. She had, after all, gone out of her way to be the one to represent Hydra's presence in Japan, and thus the Barons didn't know any more about her activities there then she wanted them to. Indeed, Baron Zemo nodded and said: "Very well. You may go. You may be missing out on one of our greatest triumphs however."

"Don't put too much faith in the Goblin's promises Baron." Madame Viper said simply before turning heel and walking off. She radioed the hangar and told them to prepare her jet, knowing as she did that she would fare best going to Japan as she said she was. She could still send her warning easily enough, and this way she would not alert suspicion in case the Barons were monitoring her comings and goings as well (which in all likelihood they probably were).

Madame Viper arrived at the hangar where her personal jet was waiting. In terms of size, shape, and overall design it was not dissimilar to the SHIELD jet she had used to get Spider-Man and Black Cat to the Hydra base in India. It flew about as fast too.

Wasting no time, Madame Viper made her way inside and then went to the controls, turning the jet on and getting it ready for take-off. As she did though, she heard a smug male voice ask in a derisive tone: "...going _my_ way?"

Eyes widening, Madame Viper's hand darted for her holstered her pistol. By the time she'd pulled it out though New Goblin had already leaped out of his chair and closed the distance between them. Just as Madame Viper aimed her pistol at him New Goblin grabbed her green gloved arm and applied pressure. The SHIELD spy screamed in pain as it felt like her arm was being crushed under a steamroller. Next thing she knew she was flying before slamming into the back of the jet with force. Madame Viper staggered to her feet, the world seeming swim as she did.

New Goblin smiled behind his mask. "Sorry my dear, but I can't have you sending any warnings to SHIELD and ruining my plans for Hydra.

Snarling, Madame Viper uncurled the whip at her side and struck out with it. Incredibly, New Goblin caught the lash and then pulled on it so hard Madame Viper went flying towards him. With his other fist, New Goblin punched Madame Viper square in the face, sending blood flying out of her nose and putting her on her back.

Hovering over her, New Goblin smiled smugly at his fallen foe. "You know, I could just blow the whistle on you to the Barons. But as it is, I think I might actually have some...other uses for you."

Still conscious, Madame Viper drew a knife from her belt and stabbed it into New Goblin's ankle. Crying out in pain, New Goblin kicked Madame Viper in the face, which managed to finally knock her out.

"Bitch." New Goblin snarled before then yanking the knife out of his ankle. He then turned on the communicator in his mask. "Hobgoblin, meet me in hangar two. There's been a...'new development' in our plan."

-X-

Most would have felt something.

Really, anything. Probably fear. Fear of being caught and discovered, fear of not getting the role down right. Perhaps fear of being killed depending on what the job was. Or if not fear perhaps a different kind of excitement. The thrill of being able to deceive one or more people and then make a clean getaway with something or another of value. But either way, most who were performing some kind of infiltration, and especially one with disguise as the method, would surely feel _something._

But the Chameleon didn't feel anything. He had long ago learned how to go about his "work" with nothing short of ice water in his veins. Once he knew what role he was to take on, he slipped into it and then back out without any serious anxiety. No excitement either. A bit of satisfaction perhaps, but that was about it.

And even now, when he was disguising himself as a member of the White House staff and thusly infiltrating one of the more heavily guarded and secure buildings in the continent, he maintained his composure. For the Chameleon, this was just another job.

"Hemming, remember you're expected to have the door security checked in an hour."

"Understood sir." Chameleon said with the voice of the real 'Hemming', a man who had had the bad luck of being chosen for Chameleon's first target of impersonation.

After his run-in with Hemming's superior, Chameleon ducked down another hallway, going opposite the direction he was "supposed" to go and instead making his way to where the President would be. The next man he would be impersonating would be close to the President, a Secret Service agent. Timing was everything, of course. At the first sign of danger, the President would be directed to his bunker. Chameleon had to get close to him and then find a way of taking him hostage without being immediately shot.

But before any of this was to be done, Chameleon first had to make sure his "friends" would have less trouble going into the White House. Lucky him that his current disguise had the clearance needed to shut down or else sabotage various security systems in the White House, the first of which being the security cameras, the controls to which were in the room he was now standing right outside.

Chameleon smiled.

_Time to get to work._

-X-

"I'm so glad I could convince you to join me and my Syndicate for this." New Goblin said to Baron Zemo.

"It would not be anywhere near as satisfying a victory if we are not here to bear witness to it in person."

"I hope our escape route is secure in the event that this fails." Baron Strucker growled.

The three were currently, along with Hobgoblin and several Hydra agents hiding out in a large truck that from the outside looked completely nondescript. Inside however, it was in every sense a command center, with men hunched over computer screens monitoring the White House, the Chameleon's position within the White House, and a second non-descript truck that contained the Sinister Syndicate.

"You have nothing to worry about." New Goblin assured Baron Strucker. "You, me, and Zemo will only be moving in once the White House and President are secure and firmly in our hands. If things go south, the three of us will quietly slip away before anyone realizes we were ever here."

"Correction: if things go south, we will slip away. You will be suffering a much less pleasant fate."

New Goblin shook his head and sighed. "Still don't trust me I see. I wonder how we can fix that?"

"Start by giving us the prizes you so boldly promised us." Baron Zemo said coldly. At this, New Goblin chuckled. "Oh, I plan to. Chameleon will be inside by now, and once he gives the signal, the Sinister Syndicate will storm the White House. Are your own men in place for when the time comes?"

Both of the Barons nodded wordlessly.

"Good. Because you're sleeper agents will be needed if you want to have the President and the White House."

As New Goblin said this, Jack O'Lantern's voice could be heard on speaker: "Motherbird, this is Jack O'Lantern. We're all in position and waiting for Chameleon's signal."

"I know, you're showing up on the monitors, and your scheduled time of arrival is approaching. Chameleon should be giving you the signal soon."

"We're ready."

"I hope so." New Goblin said in a tone that's coldness did little to encourage his "allies". But then he wasn't exactly the peppy type.

-X-

Knowing the device he had used to keep the security cameras playing a steady loop of old footage would only fool everyone for so long, Chameleon next went to a maintenance area. After making sure no one else was around, Chameleon stuck a small EMP device to the wall. The device gave a soft "ding" to indicate that it had shut down most of the security over the wall panel. Chameleon then removed it and began working at the mess of wires behind it. Carefully, slowly, and methodically he cut various wires, each one serving to take out another one of the White House's many built-in alarms.

Once this was done, Chameleon set the wall-panel back in place and then made sure no one was coming his way. When he saw no one, Chameleon carefully exited the room and then briskly made his way down the hallway. He eventually came to the first of several doors leading to the Oval Office. The Secret Service men standing guard raised their hands as an indication for him to halt.

"Don't mind me gentlemen, I have business with President Obama today."

"And your clearance?"

Chameleon (and New Goblin) had anticipated this question. It was why Chameleon had impersonated who he had. Unfazed, he produced the written proof of how the man he was disguised as did indeed have a meeting with Obama at that date and time, something about continuing air-strikes on suspected terrorist cells or somesuch, Chameleon hadn't bothered to look at it too closely. And it didn't seem like the Secret Service Agent was all that inclined to either, seeing as how after one quick look at the document he willingly stepped aside and allowed Chameleon access. Soon after that, he was inside the Oval Office itself, where the President was waiting for him.

In all honesty, Chameleon couldn't claim to be impressed by what he saw. The man in front of him, sitting in his chair, looked completely haggard, with lines over his face, dark eyes, and an expression of complete and utter weariness and exhaustion. His hair had lost just about all of it's color too. In all, Chameleon found himself almost pitying the world-weary president he was about to hold hostage.

Chameleon looked at his watch. The time was now a little past 2:00. That meant that the Sinister Syndicate's truck would have entered the White House by this point, ostensibly as a supply delivery. With the men in the security room having likely discovered the security camera sabotage by now or else on the verge of it, Chameleon knew he had no time to waste.

And so it was that not long after entering the Oval Office, Chameleon pressed a button on his watch.

-X-

The signal sent by Chameleon was received first by Jack O'Lantern, who smiled as he saw a small blue light glow on one of his gloves and a "beep" ring. He turned to regard the others one by one. Rhino's hunching form that barely fit in the truck, the various gears and shifting armor plates of Beetle's suit all clicking and sliding into place as he checked his HUD and weapons both. Electro's luminescent blue skin becoming brighter as he crackled with electricity and the interior of the truck grew hot. Blood-Spider twirling one of his knives about as he pressed himself up against one of the truck walls, and Boomerang, who had been recruited around the same time Blood-Spider had, was clutching one of his namesakes tightly.

Jack O'Lantern could tell that his team was eager for action. He smiled at this too. If he was going to be laying siege to the Free World's seat of power, he wanted a team that didn't have cold feet.

Meanwhile, some of the men inside the garage walked up to the truck as it pulled in. Two of them in particular went right up to the truck's rear.

"Now, let's see what goodies we have today…" one of the men mumbled sarcastically as he and the man next to him pulled up the truck's rear cover. When they saw what was waiting for them on the other end though, they immediately wished it had been something bland.

"Hello gentlemen. Would you be so kind as to direct us to the President?"

"Oh sh-"

-X-

It didn't take long for New Goblin and the Barons to see that Chameleon's signal had been received, and that the Sinister Syndicate had indeed made it inside the White House. Already New Goblin could see Rhino smashing through walls and Electro unleashing electric blasts to short-circuit the White House's electrical security systems. As New Goblin had promised, Jack O'Lantern and Beetle had taken to the air to make sure no weaponized drones came to the President's rescue.

New Goblin smiled. Everything was going according to plan, and what was more, his plan was reaching it's moment of truth.

"It's showtime."


	14. Hail Hydra!

**Author's Note: Was determined to finish this story before November's end, and from the looks of it I may just succeed! Everyone enjoy the penultimate chapter, some big developments happen here!**

Chapter 14: Hail Hydra!

Even with the alarms and other electronic security systems sabotaged by Chameleon and Electro, word of how there was now a team of supervillains inside the White House reached the Oval Office pretty quickly, with Chameleon drawing a firearm of his own and "assisting" the Secret Service Men as they led the president into the White House's bunker. With his signal still being received by the Hydra forces keeping watch in the truck, his position was known at all times, and by extension so was the President's.

Within the hallways of the White House, all hell had broken loose as the members of the Sinister Syndicate threw themselves at the Secret Service agents that had rushed forward to meet them. Bullets were fired in every direction, along with blasts of electricity from Electro as Boomerang also hurled his namesakes. Any that the Secret Service agents dodged simply came back around and embedded themselves in the men's backs, killing them.

For his part, Blood-Spider preferred a more "hands on" approach, zipping towards and taking down any Secret Service agents his allies missed while they covered him with their attacks, ensuring that no one managed to shoot him down.

The Rhino needed no such protection, shielded as he was from gunfire by his armor. With bellows of pure fury the Rhino would charge forward, knocking scores of men aside with every sweep of the massive metal horn on his were demolished as he ran through them, small craters opened up in the floor from where he had stepped, and in all the Rhino found the whole affair to be the most fun he'd had in a long while.

"How's it going outside pumpkin-head?" Blood-Spider asked as he kicked one agent's gun out of his hand and then proceeded to pummel him.

"No drones yet." Came Jack O'Lantern's voice on the other end of the communicator. "Looks like Chameleon and Electro did their jobs as far as taking out the alarms went. They've got no way to call for help until it's too late."

"They'll work around it eventually though…" Blood-Spider noted before moving out of a gunman's path as he saw him aim his pistol at him. A bolt of lightning from Electro struck the man square in the chest and blasted him backwards. "...we're still on the clock here."

And so through the hallways the Syndicate went, continuing to mow down any and all who dared to stand in their way. The Rhino alone caused so much collateral damage the others were afraid he might bring down the whole White House on them.

A new group of men appeared, these ones dressed in suits of body armor and with Kevlar helmets with visors masking their faces. They set up a barricade of riot-shields while some of the men behind them took out long, large metal pipes that could only indicate one thing…

"Everybody scatter!" Boomerang shouted just as the rockets were fired out. He and Blood-Spider dove to one side, while Electro stood his ground and detonated one of the rockets before it could reach him via his electricity. The other rockets collided with the Rhino's armor and blasted him back. Black scorch-marks and scarring now adorned Rhino's steel gray armor, but incredibly the man inside remained untouched, though he did grunt in pain.

"Wow...that kind of hurt."

Wasting no time, Boomerang hurled more of his namesakes at the rocket-men before they could reload. One man was able to block a boomerang with his bazooka, but the other was struck by the boomerang, which embedded itself in his visor and knocked him down. As other men tried to get the boomerang out of the cracked visor, the other rocketman was blasted backwards by a bolt of lightning from Electro.

"Keep pushing! We're nearly there!" Boomerang shouted as he hurled another of his namesakes, this one managing to embed itself in a man's chest and put him on his back.

Meanwhile, Chameleon made sure he was never far from where the President was, always staying closely at his side. He wasn't the only one. Well over a dozen other men with guns of all shapes and sizes were also present, some of them wearing full black ops gear and others still wearing head-to-toe body armor with helmets. One man even had a large riot shield in one hand and an assault rifle in the other.

"Where are with getting a distress signal out?" President Obama demanded.

"Almost everything's still down and out Mr. President." one of the men in black ops gear said apologetically before adding: "Whatever's causing this electrical disturbance has been thorough, we're lucky the lights are still on."

"Then we're on our own." President Obama concluded grimly. At this, Chameleon was tempted to smile, but didn't so as to not risk blowing his cover and end up with over a dozen holes in him.

Back in the hallways, the Sinister Syndicate continued to fight their way through the remainder of the White House's security. Rhino was now going about things a bit less zealously on the account of his now damaged armor, but the others remained as determined as ever, continuing to unleash their respective attacks on the Secret Service and military men standing in their way. Black scorch marks from Electro's lightning now coated the walls and floor, and most everything else in the hallways had now been smashed or blown to bits courtesy of the four villain's rampage. A few small fires had even started, which in turn triggered the automated sprinklers.

The water on his electrical body caused Electro to howl in pain before then unleashing a massive electrical storm, sending out blinding bolts of blue-white lightning in all directions. The force of the electrical burst was such that it blasted Electro's two of "allies" backwards, knocking out Boomerang and short-circuiting Rhino's armor. Rhino grunted in pain, then reeled, swayed, and finally collapsed face-first on the ground, smoke now emanating from his armored suit.

Electro's display of power went beyond hurting his own teammates however, as the sprinklers soon disintegrated in a flurry of sparks and small bits of metal flying in every which way, and then the lights went out as well, only for red emergency lights to come on almost immediately after.

"What's happening in there!?" demanded Jack O'Lantern over the comms. "You're signal's barely coming through, and the lights just got taken out…"

"Electro happened." Blood-Spider replied bluntly, now the only other member of the Syndicate inside the White House that was still conscious. The Taskmaster's pupil turned to look at Electro, and could see him on his knees panting and gasping as electricity continued to sizzle and radiate off of his blue skin.

"I..._**hate**_ water…" the supervillain mumbled, to which Blood-Spider shook his head.

"Yeah, I gathered that much. Come on, we still have a president to hold hostage."

Electro nodded, and then staggered to his feet. Soon he and Blood-Spider were making their way through the hallways of the White House once more. By this point, the trucks containing the Hydra forces had driven through the front gates of the White House now that the security systems protecting them had been deactivated, and soon Hydra troops were flooding the White House grounds, easily cutting down the few Secret Service Agents who were outside to oppose them. Several kicked open the front doors and made their way inside.

However, the appearance of Hydra soldiers, and Electro's display of power before that, had attracted a fair bit of attention, and police cars had already driven up to the White House. These were soon met with rocket fire and hand grenades from Beetle and Jack O'Lantern, as well as gunfire from the Hydra troops, the combined ordnance going a long way towards keeping Washington DC's finest at bay.

One man though got through, and he wasn't a cop.

A red and white shield whizzed through the air before striking one Hydra agent square in the head and knocking him to the ground. At this, the other Hydra agents looked up and saw a muscular man in red and blue with a silver-white star on his chest jumping up from the top of a car and then down to meet them, feet-first as his thrown shield returned to him.

Captain America landed feet-first onto a Hydra soldier's chest. Captain America leaped off the man (and sent him flying backwards in the process) before landing and then crouching, his shield out to catch a hailstorm of gunfire coming at him in all directions from no less than two dozen Hydra agents. None of the bullets pierced the indestructible shield however, and the distraction allowed the police to open fire on the Hydra agents, gunning down a few and in turn relieving some of the pressure on Captain America.

Now able to really go to work, Captain America threw his shield at the nearest Hydra agent, taking him down with the attack. He dodged and rolled to avoid the gunfire that came at him before his shield returned to him. Soon Captain America was running right towards another two Hydra agents, one of whom up and up ran as the First Avenger charged him. The other stood his ground and got a super strong punch that shattered his visor and KO'ed for his troubles.

Captain America turned to face some of the other Hydra stooges, dodging some of their gunfire as he did. Another shield throw knocked one man's legs out from under him and sent him face-first into the ground. The shield returned to Captain America just in time to allow him to block the gunfire of two other men while he simultaneously evaded the bullets of another. Taking off, Captain America continued to dodge the gunfire coming at him from two different directions before the stray bullets of one Hydra agent wound up hitting and knocking down another.

"Dammit!" the Hydra agent cursed, before Captain America turned around and hurled the shield at him. The shield struck him right in the chest and knocked him backwards before returning to Captain America. The First Avenger then swung out with his shield-arm, the indestructible shield slamming into the heads of the Hydra agents shooting at them and knocking them out.

By now, the fight had gotten Beetle and Jack O'Lantern's attention. Rocketing forward on his jet-boots, Beetle opened fire with wrist-mounted guns, a barrage that Captain America raised his shield to counter. Seeing this, Beetle lowered his weapons and began aiming at Captain America's feet, but the First Avenger simply ran to avoid these shots, moving with such speed that he was already gone by the time the projectiles reached the ground. Looking out at Beetle from the cover of his shield, Captain America isolated where the rockets were coming from, and then hurled his shield at Beetle's jet boots. The hit wasn't completely on target, but the shield still managed to slice against the jet-boot, which in turn succeeded in causing Beetle to lose control. His flight pattern ruined, Beetle found himself pulling back as Jack O'Lantern came in, hurling hand grenades in Captain America's direction.

Seeing the grenades coming in time, Captain America bolted, his shield soon returning to him. As he ran though, a retreating Beetle managed to get off one last attack, namely a wrist-mounted rocket that he fired out. Holding out his shield, Captain America planted his red booted feet in the ground and held firm.

The effect of the rocket colliding with his shield was nothing short of spectacular, with the shield being unharmed but the force of the blast still being sufficient to send Captain America flying backwards and right into the metal gate, which Captain America slammed into with such force he bent the metal.

Staggering to his feet, Captain America could see Jack O'Lantern coming at him, as he did priming another hand grenade. Captain America dived to one side as Jack O'Lantern hurled his hand grenade, rolling as the grenade exploded and took out most of the gate that Captain America had slammed into. Running forward, Captain America looked up at Jack O'Lantern as he flew back in him to get at him. Rolling to the left, Captain America then hurled his shield at Jack O'Lantern's glider. Jack O'Lantern saw the shield coming in time to swerve out of the way, only for the shield to strike his glider as it returned to Captain America. The shield impacted with the glider with sufficient force to send Jack O'Lantern spiraling out of control. Seeing this, Captain America threw his shield again, and this time it struck the glider right on the mark. Jack O'Lantern's glider spiraled before crashing into the ground. Cursing loudly, Jack O'Lantern freed himself from the glider and then turned to confront Captain America. He drew a gun but aimed it at Captain America's feet rather than his shield. Cap evaded the shot and hurled his shield. The shield knocked the gun right out of Jack O'Lantern's hand, and before he could reclaim it Captain America was on him.

What followed was an intense and brutal exchange of blows between the Sentinel of Liberty and the pumpkin-head mercenary as they each employed what they knew of hand-to-hand combat against the other. Both fought fiercely, giving no quarter against the other, Jack O'Lantern fighting with a mix of boxing punches and kicks from Wing Chun. Captain America parried each attack as it came, as he did choosing to keep the pressure on his opponent via the grappling styles Judo, Jujutsu, and and Brazilian jiu-jitsu, also alternating between the three so as to keep his foe guessing. Judging from how he found his opponent slow to keep up and consequently taking quite a few hits, the good Captain's strategy seemed to be working.

More strikes followed back and forth, until suddenly Jack O'Lantern performed what Captain America recognized as a Hapkido move, grabbing the hero and throwing him over his pumpkin head. Captain America landed and rolled backwards. He then stood his ground, waiting for Jack O'Lantern to get closer before grabbing his leg as he struck out with it, and then hurling the mercenary with such force he sent him flying a few feet.

Jack O'Lantern got back on his feet quickly and gracefully, before then running at Captain America again, fists and feet flying. Captain America tanked each strike as it came, or else caught the blow on his shield, which he'd since recovered. Finally, Captain America caught one of Jack O'Lantern's punches, twisted his arm, and delivered several kicks to his stomach area, causing Jack O'Lantern to double over before Captain America threw him over his head.

Back-flipping to put distance between himself and Captain America, Jack O'Lantern readied himself for another series of attacks from the Sentinel of Liberty, which came readily enough. Another series of close-quarters strikes and desperate hand-to-hand ensued before Captain America managed to land a strike to Jack O'Lantern's leg, hitting it with such force it elicited a cry of pain from the villain before a follow-up kick to the chest knocked him backwards. A third kick to the pumpkin head cracked the halloween-themed helmet and at last managed to knock Jack O'Lantern out.

With the last of his foes down and out, Captain America could now focus on the greater matter at hand, namely how the White House was now under siege.

Rushing into action, Captain America took to scaling the walls of the White House to get inside, choosing not to go through the front door on the account of there being a mess of Hydra agents on the other end.

Entering through a window, Captain America raced down one of the many hallways in the direction he knew the President's bunker to be. He didn't get far before he saw two Hydra agents turning a corner and coming face to face with him. Taken aback by the sight of him, the Hydra grunts were too slow to fire before Captain America hurled his shield at one. The shield downed the Hydra agent as the second one unleashed a panicked spray of machine gun fire. Captain America moved out of the way before the man could fire and then used his returning shield to block the follow-up spray. Running forward with superhuman speed, Captain America closed the distance between him and the Hydra agent in mere moments and slammed his shield into him, which in turn sent the Hydra agent flying backwards.

Turning a corner, Captain America was met by more Hydra agents, these ones opening fire the minute they saw him. Cap blocked the bullets with his shield, and then moved and threw his shield. It struck one Hydra agent and then the other before returning to Captain America's hand. As the Hydra agents fell, Captain America continued to run. Eventually, he reached the door to the Oval Office. Knocking on it, he told the men inside of his identity, and to his relief they let him in. He could tell from the looks on their faces that they were relieved to see him as much as the other way around.

"It's good to have you here Captain." one of the armored men said. "We don't know what exactly is going on, but whatever it is it's not only fucked our security systems up pretty good, but it's been plowing through everyone and everything that's been thrown at it."

"It's Hydra." Captain America said. "At least in part. I just fought my way through quite a few of their thugs on my way here. But I also fought some supervillains, Beetle and Jack O'Lantern I think. I've never heard of them working for Hydra before, and definitely have never seen it. That tells me that something else is going on. Another player maybe."

"Well, whoever they are, I hope they don't set foot in here for their sakes. Because I'm really itching to put a bullet in _some_ asshole's head right now, and the guy responsible for all of this sounds like a damn good choice to me."

-X-

"Looks like waiting paid off." New Goblin noted matter-of-factly as he, Baron Strucker, Baron Zemo, and the remainder of the Hydra forces exited their own truck and at last made their way into the White House, and through the front doors no less. They met no resistance, for the Hydra troops who greeted them on the other end had already mercilessly gunned down said resistance.

"Is the president secure?" New Goblin asked the captain of the Hydra force.

"Don't know. We just secured this area…"

"Well then let's find out shall we?" New Goblin asked in a deceptively cordial tone. Drawing his sword with one hand and activating his retractable blades on his opposite arm's glove, New Goblin took the lead, striding forward with confidence as his Hydra "allies" followed right behind him. They didn't get far before New Goblin got the message he'd been waiting for:

"Come in New Goblin, I repeat, come in New Goblin."

"What is it?"

"This is Blood-Spider: we're right outside the Oval Office. Awaiting you and Hydra's support."

New Goblin smiled behind his mask. "Excellent. We'll be there." He turned to the Barons. "There, you see? Our prize is within our grasp."

"I've heard it before." Baron Strucker said, unconvinced. "Experienced it too."

New Goblin said nothing in response to this as he and the Hydra forces continued to make their way through the White House, as they did all taking note of just how badly banged up the Sinister Syndicate had left it. Nevertheless, the group moved forward, until finally they arrived at Electro and Blood-Spider's position, the two standing right outside the entrance to the Oval Office.

"Alright then." New Goblin said. "Let's finish this. Electro, blast that door down." Then, New Goblin turned to the Barons. "I trust your men can do the rest?"

Both of the Barons nodded wordlessly, and New Goblin stepped back to allow Electro to blast the sealed door down. His electricity managed to reduce the door masquerading as a wall to rubble, with more bolts going out to blast back the men inside before they could gun him down. As Electro moved away, the squad of Hydra agents moved in. The air became filled with the bedlam of so much gunfire and shooting as men on both sides were cut down without mercy. The Barons drew their own guns and pitched in, and slowly but surely the Hydra troops began to make some headway. Electro and Blood-Spider also contributed to the fight, and the former in particular proved most effective at taking down the last of the Oval Office's defenders with his electricity, the metal armor of the last few condemning them as it conducted the electricity and shocked them into submission. Another blast of lightning went in Captain America's direction. Though the Sentinel of Liberty was able to block it with his shield, the impact was still enough to send him flying backwards and right out the window, which sent broken glass flying in all directions.

Once he was confident that Captain America was out of the way, New Goblin forced himself through, using his superhuman speed to wade right into the thick of it, brutally tearing into men with sword and arm-blades both. Finally, when the last man fell, New Goblin allowed himself to look around the Oval Office for any sign of the President. Predictably, he found none.

"Evidently the President and the Cabinet moved to their bunker. Not unsurprising. Don't worry: I'm strong enough to give us entrance."

New Goblin walked over to where the hatch to the bunker was, and to the Baron's amazement, used his superhuman strength to wrench it open. No sooner did he did several Hydra agents make their way down. It was only a few moments later that they radioed their superiors to tell them that they had the President and the cabinet surrounded.

"Well, I have to admit Goblin your plan worked. You really did come through in the end. Now the White House is ours, and your future with our organization is assured!"

"Indeed it is." New Goblin said, before then aiming his sword right at Baron Zemo's neck. Seeing this, the purple masked man spun about in an instant, his own sword raised as all of the remaining Hydra agents in the room had their guns aimed at New Goblin.

"I challenge you Baron Zemo, to a one-on-one, right here, right now. The victor shall lead Hydra."

Baron Zemo chuckled. "It seems I was too quick to sing your praises. Turns out Strucker was right about you. You _are_ a lunatic. Why should I indulge you boy?"

"To show you are a man of action who can do his own dirty work?" New Goblin asked in a deceptively conversational tone. "Or are you too much of a coward to face me alone with nothing but that rapier of yours?"

"How dare you _schwinehund!_" Baron Zemo growled. "If its death by the sword you desire, it is death by the sword you will receive! No quarter!"

No sooner did Baron Zemo finish his sentence did he lower his rapier, and New Goblin readied his own sword as Hydra's leader made the first attack. New Goblin parried the blow, sending out an echo of clanging steel as the two exchanged blows with one another, the battle for leadership silently observed by the rest of Hydra.

As the duel continued, Zemo began to steadily gain ground over his less experienced opponent, driving him back with every thrust that New Goblin struggled to deflect. New Goblin had anticipated this though, and was prepared. Side-stepping as Zemo came at him again, New Goblin attacked Zemo before he could draw his sword back in time, and left a cut on the side of his shoulder.

"Damn you!" Zemo growled before retaliating. Pleased that he had succeeded in angering the masked swordsman, New Goblin continued to sidestep, staying on the evasive as Zemo struck out again and again with his rapier, now fighting with renewed vigor and ferocity. But New Goblin's speed and reflexes were such that dancing around Baron Zemo was a fairly simple endeavour. Back and forth the two swordsmen went, trading blows here and there, but mostly New Goblin remained on the evasive, circling Zemo and jabbing with his sword again and again.

"Stand and fight me dog!" Zemo snarled as New Goblin side-stepped out of the way of yet another sword-thrust. At this, New Goblin chuckled. "Oh come on: I'm not really challenging you _that_ much am I? Please, show me the master swordplay I know you possess!"

"You want my best do you?" Zemo demanded, before lunging forward again. "Then my best you shall have!"

New Goblin saw the lunge in time to side-step, and then parried the follow-up attacks. The Nazi supervillain was now throwing everything he had at his younger foe as far as swordplay went, but still New Goblin was too fast for him. While to Zemo New Goblin seemed to move in an almost blur-like series of motions, to New Goblin, Zemo was so slow he could have been fighting with the speed of a man over twice his physical age.

More strikes exchanged, more blows parried. The clanging steel was filling the air and the combatant's ears both. Round and round they continued to go, until finally, a well-aimed thrust from New Goblin flashed like a bolt of lightning, and succeeded in sending Zemo's rapier flying out of his hand. Zemo barely ducked under New Goblin's follow-up slash in time before diving after his rapier. He grabbed it and then struck out with it like a trapped animal. But New Goblin back-stepped to avoid the strike and then bore down on Zemo again, his sword flashing in a steel blur. Zemo attempted a feeble defense, but it was of little use, and soon Zemo had been disarmed again, the tip of New Goblin's sword now red and aimed right at Zemo's throat.

Zemo looked to his Hydra soldiers for help, but none of them had any to give him. They all just stared at him with their blank, emotionless helmets. And as they did, Baron Zemo couldn't help but appreciate the bitter irony.

_"Cut off one head, two more shall take its place...it has come full circle then."_

"You're old and weak Zemo." New Goblin said, bringing Zemo's attentions back to him. "I'm afraid that your time is over. Your son's now broken body won't save you now."

Baron Zemo pulled up his purple mask enough to expose his mouth, and then spat out a mouthful of blood at New Goblin. "You vill doom Hydra."

"Maybe. But they'll serve me well in the meantime."

And with this simple exchange, New Goblin swung his sword at Zemo's neck in a sweeping arc. In an instant Baron Heinrich Zemo returned to the dead as the masked head was removed from his son's stolen body.

No sooner had he decapitated Zemo did New Goblin turn to his discarded rapier and grabbed it in his free hand.

"I claim this sword, and with it leadership of Hydra for myself. Does anyone object to that?" New Goblin finished his sentence with just the slightest hint of menace, but in light of his decapitating their leader in front of them, it was more than sufficient to get the message across. One by one, all of the Hydra Troopers thrusted their arms outwards and shouted "Hail Hydra!" Soon all of them were doing it in unison.

All except one.

"No!" Baron Strucker roared. "Baron von Strucker bows to **_no one!_** Least of all an impetuous brat like you!" Strucker turned to the assembled Hydra soldiers. "You are all traitors to Hydra!"

"Really? Because from where I'm standing I slew Baron Zemo in a fair fight and in doing so proved I was a worthy successor. In losing to me Zemo proved that he was weak and did not deserve to lead Hydra. The only one who cannot accept this, and therefore the only _traitor_ would be you. Hence why you're going to die now."

Snarling, Baron Strucker swiftly took out a pistol and took aim at New Goblin's head, only for a hole to appear in-between his eyes. Blood ran down his forehead and Hydra's other leader fell backwards dead. Turning to the source of the shot, all saw that it was a Hydra Agent who had killed him, only with the man's mask removed it was in fact someone else. A man who bore the image of a target etched onto his forehead.

"I take it no one else wants to be brave and stupid?" Bullseye asked in a deceptively conversational tone. When no one answered, he turned to New Goblin. "Well boss, it looks like Hydra's yours now. And the White House along with it. From the looks of things I'd say you've won."

New Goblin smiled behind his mask. "No, not yet. I have a few more moves to make…"

And then, without a word, New Goblin made his way to the room where some other Hydra agents held the President and most of the Cabinet hostage.

Razor-bats thrown at two of the Hydra agents embedded themselves in the terrorist's heads. A third opened fire with his machine gun but New Goblin had already thought to evade the gunfire. With a sweeping slash of his sword he cut the Hydra agent down, the man collapsing and a puddle of red forming beneath his body. A fourth Hydra agent drew a handgun and aimed it but New Goblin blasted him backwards with a laser blast fired from his gloves. With the four Hydra agents standing guard over the President defeated, New Goblin next moved straight to the still disguised Chameleon. Before Chameleon realized what was happening, New Goblin had plunged his sword right through him. Chameleon gasped in pain and looked up at New Goblin weakly as blood seeped out of his wound and also trickled out of his mouth before he collapsed backwards, a spreading pool of red beneath him. New Goblin then knelt beside Chameleon's body and yanked his mask off, exposing him before the president and the Cabinet.

"I thought so. This here was the cause of your security systems being sabotaged Mr. President. How Hydra and their supervillain allies were able to get in here in the first place."

"Who are you?" The President asked.

New Goblin smiled and turned to the president. "My name is Harry Osborn. I'm considered a criminal at this point, but don't worry Mr. President. This time I'm here to help."

-X-

When Madame Viper woke up, the first thing she felt was pain.

A very sharp, acute pain in her head, which was throbbing. Her vision was blurry, and she felt supremely dizzy. Such was what it was like to wake up after taking a beating from a supervillain with strength sufficient to bench-press over a dozen tons.

"Oh good, you're awake." Came the voice of the Hobgoblin, who strode forward confidently until he was standing right over Madame Viper. She looked up at him and scowled. Finding this amusing, Hobgoblin said simply: "You missed quite the show my dear. New Goblin and the Sinister Syndicate laid siege to the White House and had it in their clutches. And now all of Hydra's under his leadership."

Madame Viper's eyes widened in surprise at this. "What…?"

Hobgoblin cut Madame Viper off by roughly grabbing her jaw and turning her head so that she was looking directly at him. "Baron Zemo and Baron Strucker are dead now. And with them out of the way, New Goblin leads Hydra. But see, he doesn't want the world to know that. So what this means love, is that you, Madame Viper, are our scapegoat. You, will become the new face of Hydra, and you will be the one that the world hunts for. As for New Goblin, well…" Hobgoblin smiled behind his mask. "...he's got even bigger plans."

Madame Viper spat in Hobgoblin's face. "Go to hell." she snarled.

Hobgoblin sighed and muttered: "It takes all kinds." Then, in a blur-like motion he backhanded Madame Viper so hard blood came out of her mouth. He again grabbed her face and forced her to look at him, and she returned his look with a hateful glare.

"Amazing. Still conscious. What a resilient creature you are…"

And then the next thing Madame Viper knew she was out cold again.

-X-

Turning to the news, Peter couldn't believe what he heard:

"Breaking news here at Washington DC! After an intense stand-off between Hydra forces and the Secret Service and Homeland Security, it has been confirmed that the two leaders of Hydra, Wolfgang von Strucker and Heinrich Zemo have both been killed, along with over a dozen other members of the Hydra terrorist organization and the international spy and career criminal Dmitri Kravinoff, better known by his underworld alias 'Chameleon'. It has been confirmed that several other supervillains are now in custody and that President Obama and the rest of the White House's occupants are safe. According to inside sources, their savior is Harry Osborn, former CEO of Oscorp and one of several individuals to use the Hobgoblin identity."

As a dumbfounded Peter looked on, Harry Osborn, still in his New Goblin costume stood before an assembled army of press and reporters and addressed them in a deceptively humble tone: "I know I've done some bad things fairly recently, to which I cannot ever adequately make up for. But I could not stand by while the leader of the free world was threatened by terrorists, supervillains, and neo-nazis. So I chose to do the right thing for a change and come to his rescue. But I warn you: Hydra has not been defeated. No, they are still at large, led by the dangerous and sadistic Madame Viper. And so long as she and Hydra's other remaining leaders exist, this country and the world at large can never be adequately safe from them. Therefore, I humbly request to be allowed to help hunt down and eliminate Hydra once and for all, so that I may finally attain some measure of atonement."

As Peter watched Harry blatantly deceive the entire country, he found himself being utterly dumbfounded at how his friend turned nemesis could be able to spout out such lies without consequence or for that matter that he was even speaking on live television at all and not rotting away in jail forever. Every word that came out of Harry's mouth was just another slap to Peter's face.

"Does he honestly expect anyone to..."

Harry continued, unknowingly cutting his enemy off. "Now I can understand if any of you have reservations, and that is why I have taken steps to ensure that I can become greater than what I was before. No longer am I the Hobgoblin, but rather a new entity. One who is dedicated to protecting the people of this country and keeping us all safe from terrorists like Hydra. An individual known as American Son."

At this, on cue, a suit of red, white, and blue armor landed dramatically next to Harry. The suit bore some resemblance to Iron Man's armor, but with Captain America's color scheme and costume design and featuring a blue helmet with an orange visor that did not cover the entire head. Emblazoned on the blue upper chest armor was a white eagle symbol and connected to the same upper chest armor were two red tubes that snaked around to the back of the armor.

"This armor will allow me to become the hero that you both need and deserve. Alongside the Iron Patriot I will become the leader of the efforts against Hydra...if you will have me that is."

To Peter's horror, people responded with applause and cheering, chanting "Osborn, Osborn" over and over again. Some also shouted out the name he had chosen to give himself. Eventually, Harry continued: "Thank you all for your decision to give me a second chance. But know that I will not be doing this alone. No, it was proven long ago that Hydra is too big for any one man to destroy, something others who's names I could otherwise mention never understood."

_Damn you Harry..._

"...so to that end I am re-assembling the Avengers! Earth's Mightiest Heroes will live again under my leadership!"

The screen changed to feature the arrival of several new individuals, and to Peter's horror each one wore a costume that was eerily similar to that of one of the Avengers. He recognized the Vulture in a new red costume and Sentry among them, as well as figures dressed in alternate outfits for Hawkeye, Ms. Marvel, the Vision, and Wolverine.

"These brave men and one woman have chosen to join me in my fight. Most of you probably already know who they are: they are Hawkeye, co-founder of the Avengers, Ms. Marvel, government agent turned superhero, the heroic android known as the Vision, Wolverine of the X-Men, and the Sentry, perhaps the greatest hero of all."

Peter couldn't believe what he was hearing. These people were obviously not the real Avengers, how could anyone else think they were? And yet regardless of whether or not the crowd knew that these Avengers were counterfeits, they still went wild at the sight of the "heroes".

"And yes, even the Vulture is here, now going by the name Falcon. And it is true that Adrian Toomes has been a criminal in the past, but like me he has had a change of heart and now works for the betterment of our society and the protection of our country. I feel for his plight, as it has been my own, so I insisted that he trust me to get him a second chance. And now I have delivered on that promise. Let's give him a big round of applause!"

The crowd went wild as Vulture/Falcon smiled smugly, taking it all in. Peter was utterly speechless. The crowd was cheering a supervillain, a convicted felon, and their team of frauds.

_How could they be so damn** stupid?**_

"Colonel James Rhodes, also known as the Iron Patriot, will also be joining me in my war against Hydra. But there is one more member of my Avengers, and I've saved the best for last. Ladies and gentlemen, I give you, for the first time: the Amazing Spider-Man as an Avenger!"

Peter's whole body went numb as his ears heard this. His world was like a glass wall that had been shattered by the bullets of Harry's lies and manipulations. His eyes barely comprehended the sight of a figure wearing a variation of his Spider-Man costume that was black in the blue parts and with black gloves instead or red ones swing into action to a surprised and cheering crowd. Bowing dramatically, the counterfeit Spider-Man waved to the crowd and took in the flashing bulbs with aplomb. Peter knew from the black and red that it was Hybrid. He walked up to Harry and shook his hand.

"As you can see, we have smoothed things over and are now on the same side against the common enemy. Together we will bring Madame Viper and the rest of Hydra's high command to justice. None of them will be able to escape us. We will cut off **_all_** of Hydra's heads! And **_none_ **shall come to take their place!"

The crowd went insane. Peter for his part couldn't watch anymore and shut the television off. His entire body felt numb and lifeless, as if every vein in his body had gone dead. It was akin to being in a nightmare, only with no hope of waking up. No realizing that things shouldn't be as they were and that therefore it must not be real. But it was. Harry Osborn had just pulled the wool over the entire world's eyes, and now had his own Avengers team and Iron Man armor at his disposal. It was the worst possible scenario Peter could think of.

And Peter knew then and there what he would have to do.

**Author's Note: Wow! Talk about dramatic. And its not even over yet! Nope, there's still one more chapter. Regarding the usual fun facts...**

**1. Though most who know the character regard him (not unreasonably) as a Spider-Man villain, Jack O'Lantern has also tangled with Captain America before and is considered a Captain America villain as well as a Spider-Man villain. This is why I had the fight between them in this story.**

**American Son is a real concept in the actual Marvel comics. During the real Dark Reign, Norman Osborn designed the American Son armor for his son Harry to make him the "heart" of the Dark Avengers. Since here James Rhodes is Iron Patriot like in the movie, I figured I'd have Harry Osborn be American Son while leading the Dark Avengers.**

**3. The Dark Avenger Hawkeye, Ms. Marvel, and Wolverine are of course Bullseye, Moonstone, and Daken, just like in 616. Because Mac Gargan is an AWFUL excuse for a Venom, I made Ryan as Hybrid the fake Spider-Man instead. Regarding who the Vision is, that's a surprise that I'll reveal later. But its not the original.**

**4. The Sentry is Marvel's blatant answer to Superman, albeit also seriously messed up and having a very literal dark side called "The Void". He was a part of the Dark Avengers in mainstream continuity, so he's part of it here too.**


	15. Love and Loss

**Author's Note: This is it folks: the final installment in Spider-Man: Back in the Neighborhood. I hope you all enjoy it!**

Chapter 15: Love and Loss

In the aftermath of Harry Osborn's impromptu formation of an Avengers team, Peter found his head buzzing and mind racing with the same intensity it did when he was in the midst of battle. But then in a way he was. With Harry Osborn having now somehow convinced the country to give him the keys to the proverbial kingdom, Peter knew that no one he loved was safe.

Peter considered his options. If nothing else, Hybrid's masquerading as him on the Dark Avengers meant that Harry hopefully wouldn't blow the whistle on Peter's secret identity, at least not right away. That told Peter that he still had time to figure out what to do next. Peter quickly decided that the first course of action would be to meet up with the Green Goblin of the alternate future and figure out together what their next move would be. That Harry was now in a position of such power made Peter fear that the future he and the Green Goblin were both working so hard to avert was still well on it's way to becoming a reality. Would the future end up being immutable?

Peter quickly decided he didn't want to know the answer to that question. Instead, he left his apartment, put some distance between himself and it, and then changed into his Spider-Man costume. As he swung through the streets of New York in the direction of the place where he and the Green Goblin of the future had met previously, he could see that some of the people who looked up at him now had on their faces looks of confusion. He could also hear one person openly wondering where the other "new Avengers" where. Spider-Man shook his head at this. It was amazing how people were already listening to and believing Harry's lies as though they were the gospel.

_Guess I have even less time than I thought…_

Finally, Spider-Man arrived at the place where he had his last talk with the Green Goblin, but found no trace of him. Upon realizing this, Spider-Man sighed. _There's got to be a better way for us to meet…_

So it was that Spider-Man found himself swinging off in a different direction, looking this way and that for any sign of his ally from the future dressed as an old enemy.

As had been the case before, it wound up being Green Goblin who found Spider-Man, the hero spotting him flying above the city at such an altitude that he appeared almost a blip. But the two costumed characters could still see one another, and Spider-Man followed the Green Goblin as he continued on his path. Finally, the journey came to an end well on the outskirts of town.

"You know, you and I really need to find a better means of communicating." Spider-Man said as he landed and walked over to the Green Goblin as he descended.

"I could shine a Spider-Signal into the air." The Green Goblin suggested.

"...yeah, I don't think I'm like that particular hero." Spider-Man said in a deadpan before adding: "So I take it you saw the news?"

Green Goblin nodded. "Yes. I don't like what I saw either. My father is now in an even greater position to hurt people than before. And I fear things will get even worse very soon."

"You think he'll still try and make those ultra-Sentinels with Trask Industries?"

"I do actually. It's clear that my father does not want you or any other superheroes standing in his way, and has already formed his own Avengers team to counter the old one. It is therefore feasible to me that to counter the X-Men and keep them from interfering he will indeed pursue more powerful Sentinels with Trask Industries."

"How do you think we can stop that from happening?"

"I do not know." The Green Goblin admitted. "I have already done much of what I can to try and change the course of your world's history. And with Venom off dealing with Carnage and his spawn, I do not think we can rely on him for further assistance in the for-seeable future."

"So you mean we're on our own?"

"Not quite." The Green Goblin said before adding: "You are still a member of the Marvel Knights. They could prove to be most effective allies to you in the future as they have in the past. And remember your clone still lives."

"Yeah, all six-plus grumpy feet of him." Spider-Man said sarcastically before adding: "He hates me. And he hates this city. _And_ he's looking after Gwen's clone right now. Between all of those things I don't think he has any time or desire to come to my rescue."

"No, but he might be persuaded to come to the world's rescue if he knows what's at stake."

"My 'brother' tends to be a lot less altruistic than the genuine article."

"Perhaps, but he is looking after someone other than himself. That alone shows that he is not totally unlike you."

"No, he's not." Spider-Man admitted before adding: "Alright, I'll see if I can't contact him. In the meantime though I think you and I are going to need to figure something else out, and fast."

"I agree." The Green Goblin said with a nod. "But at this point the only real thing I think we can do is to remain alert and vigilant, and also cautious. Now that my father has so much power and influence you can be assured that he'll target you again. And likely your loved ones too."

"I was thinking that myself." Spider-Man admitted before adding: "And I think there's really only one way I can keep them all safe at this point."

"And that way is?"

"...you're not going to like it."

-X-

Spider-Man sighed deeply as he made his way back to his apartment. The Green Goblin's criticisms of his plan still rang in his ears, and privately the hero had to admit that said criticisms were not completely without merit. But even so, Spider-Man felt that it was the best decision to make. A way to ensure that those closest to him would know they were in danger and thus could remain organized and with it, easier to protect.

But there were risks involved with it. Oh, where there risks."

"Brother."

Heart skipping a beat at the sound of his own voice, Spider-Man whipped around to see a figure of his exact height and build standing on a rooftop calling out to him. Swinging down to meet him, Spider-Man took in the man's appearance in full. He was clad in a primarily bold scarlet red costume, with a blue hoodie covering his chest that had a large black spider logo on it. Over the red gloves of his costume were blue fingerless gloves. A red mask covered his face, identical to Spider-Man's own except missing the web pattern.

In all, Spider-Man knew immediately what he was looking at, and not just because of the costume. The voice being identical to his own also gave Spider-Man a bit of a clue as to the person's identity.

"So I take it you're another one of my clones huh?"

The man in red nodded. "Yes, I am. We met once before you and I. Do you remember?"

"I think I would have remembered you pretty well all things considered." Spider-Man said, as he did continuing to look at his costume. "Nice outfit. Not as good as mine mind you, but a nice alteration."

The man smiled behind his mask. "Thanks. I've gotten crap from some people for this look, mostly because of the hoodie. I like it though. I think it looks cool."

"I'd say I agree but then I suppose that's obvious. We do have the same DNA after all…" Spider-Man trailed off before saying: "...you didn't seriously come here to talk fashion sense did you? Especially since I happen to be in the middle of something really important…"

"I know, and that's why I'm here. My name is Ben Reilly, but to those who I've saved I'm known as the Scarlet Spider. And you and I _did_ meet once before Peter, I just wasn't wearing this costume back then. I was the clone you fought who then helped you against the Jackal."

At this, Spider-Man's eyes widened in surprise behind his mask as all of the memories of that fateful day from six years ago. "You...I thought you'd died in the fire…"

Scarlet Spider smiled behind his mask. "I'm not so easy to kill. I am a clone of you, remember?"

"So you mean you've been alive this whole time…"

Scarlet Spider nodded. "Yes. Most of that time was spent just moving from place to place, with no real goal or direction in mind. But then after a while I figured, I was a clone of you, I should live up to that. In a way that Miles Warren would have never appreciated or understood. I wanted to be like you, but also be my own man. Hence, I became the Scarlet Spider."

"Strange how I never heard of you…"

"I didn't advertise my existence all that much, and I've only recently gone public. Don't worry, by the time this conversation's over, my name will be all over the internet. And I betcha that at least a few people will guess I'm your clone."

"So what where you doing before you went public? Where have you been this whole time?"

"I told you: mostly wandering from place to place. I spent most of the last six years training myself, in mind, body, and soul. I wanted to really connect with the spider half of myself, and to be as good as you. I began learning the Way of the Spider too."

"How did you do that? It's something only I know…"

"...and I have your DNA, memories, and personality remember? I just took what moves I'd already inherited from you, and mixed in my own. As for the name, well...I guess great minds think alike."

"Ha, ha." Spider-Man said in a deadpan before adding: "So tell me Ben: if you've been under the radar for so long, why are you visiting me now? And in fact now that I think about it where were you when Gwen's clone was in trouble?"

"I kept my distance there because I felt that you were dealing with too much at that moment to then learn that another of your clones was still alive and running around. Maybe I shouldn't have done that, and to that I can only say I'm sorry. But now I'm here to help. To fight by your side."

"Well your timing's pretty good I'd say." Spider-Man admitted. "...considering one of my worst enemies is now in charge of National Security, I'm going to need everyone I can get on my side. So welcome aboard."

"It's not a coincidence. I know about Harry Osborn and what he's doing. And I know that I can't be an island unto myself. So I'm here. To help you fight him off. You can count on me."

"Good to know." Spider-Man said, as he did taking Scarlet Spider's hand in his own. "It's good to know I still have a brother that doesn't hate my guts."

Scarlet Spider laughed at this. "Give Kaine a chance. I know he's rough around the edges, and he's done some things I don't approve of or condone, but he's trying to turn himself around, I know it. He'll deny it of course, but I know my brother well. We spent most of the last six years fighting together or each-other after all."

"I am giving Kaine a chance." Spider-Man said before adding: "It's the only reason I'm not going to attack him if I ever see him again...well, that and I'd rather not get my ass kicked again."

Again, Scarlet Spider laughed. "It's good to see you in person again Peter. To quote an old movie, I think this is going to be the beginning of a beautiful friendship."

This time it was Spider-Man's turn to laugh.

-X-

Gathering together all of his friends together proved to be a more challenging task than Peter had thought. Nevertheless he continued to send messages to all of his friends. He needed them altogether to hear this at once.

Hobbie Brown, Glory Grant, and Robbie Robertson had all agreed to meet Peter at his house later in the day, but Flash Thompson was not answering any of the messages Peter left him. To be honest, Peter found himself wondering where on earth he could be. Even granting that he was busy trying hard to find a successful career and a renewed relationship with Sha Shan, Peter still found himself wondering if perhaps it wasn't something else keeping Flash away…

Well, in any event, Peter knew there was one very special person he wanted to see, and to talk to...

-X-

He didn't find Felicia at her penthouse, but he nevertheless ran into her while swinging through the city looking around for her. Her green eyes widened upon seeing him and as he landed she ran up to him and hugged him tightly.

"Spider! I heard what happened. I can't believe they're letting that monster run things…"

"Neither can I." Spider-Man admitted. "...but there it is. Somehow I get the distinct impression that life is about to become a lot harder for all of us real heroes."

"You think Harry will start going after us with his 'Not-Avengers'?"

"I know he will." Spider-Man said darkly. "...and probably a hell of a lot more besides. I'm worried sick for my family and friends. They're all in danger again."

"Well I'm with you Spider." Black Cat said resolutely. "No matter what happens."

"I know Cat, I know. But...there's something I want to tell you."

Black Cat's green eyes lit up. "What?" Then, they became filled with fear. "Is...is this about us?"

Spider-Man nodded. Black Cat sighed deeply and turned her back to him. Spider-Man put a hand on her shoulder. "Please don't turn your back on me Cat. It's not what you think I swear."

Black Cat turned back around to face Spider-Man, and he could see tears welling up in her eyes, tears that she struggled to keep back.

"You know, when you and I had broken up...I...I was so...hurt. Angry. But not just at you. I hated myself so much. I cursed myself for not being good enough for you. And more than even that I hated how Black Cat wasn't good enough for you. How Black Cat had ruined us and destroyed what we had together. I swear I wanted to tear my stupid Black Cat costume to pieces and never wanted to see or hear of it again. But of course that didn't last. In the end I just became the Black Cat more and more." She scoffed. "This is who I am Spider. I can't change that. Not for you, not for anyone. I'm sorry."

Spider-Man pulled Black Cat closer to him, hugging her body against his, with her head resting on his chest. Her words brought back memories of his, and not terribly good ones. He'd remembered what had happened to Black Cat after their break-up, but had also done his best not to. They were painful memories for both of them. She'd taken to stealing again, albeit as more of a modern-day type Robin Hood. But it soon became clear that her attempts at taking from the rich and giving to the poor where her own special way of scorning him, and also that that by itself wasn't good enough for her. She had come to hate him, and for a time that for Peter had been far too long she was ever at risk of turning into something far, far worse than anything she'd been before. But then, just when it looked like Spider-Man would be dealing with the very definition of "psycho-ex girlfriend", Black Cat stopped herself from going too far. Felicia left for Paris shortly after that, no doubt to cool off, sort her priorities, and reevaluate her life. By the time she'd come back, Peter had gotten together with Mary Jane. At first, Felicia was furious, but after the two were forced to work together again and they'd ended up saving one another's lives, they were able to part on friendly terms. And it seemed that Felicia's time away from New York and Peter had helped her as well. She was no longer hellbent on making him miserable or punishing him for breaking up with her. She had matured. But as he had recently learned, her love, some might say obsession, with him had never gone away. She'd just chosen not to embrace it and accept that she had lost him.

There was silence between them as Spider-Man looked over all of these long suppressed memories. It was like turning the pages of a photo album or a journal that was tainted with pain and misery. Finally, he broke the silence: "Felicia...I'm so sorry. I didn't mean to hurt you. I never wanted to hurt you, and I never wanted you to hate me. And I'm sorry that I caused all of this between us. I loved you, and I enjoyed what we had had together, but..."

"You don't need to finish" Black Cat assured him. "I understand. And you were right. I didn't understand it back then, and didn't for a long time after, but I do now. It was wrong of me to do what I did. To expect you to just only be one half of yourself and not the other. I was selfish. I loved you to death, but only when you were the Spider and not the Man. I all but hated the man. And for that _I'm_ sorry. I should have been better to you. I let you down."

"Maybe, but here we are now. You and me. Together again. We have a second chance here Felicia..."

She sighed deeply. "I know Peter. Its just been a while since you and I were a pair. So much has happened since then. A part of me would want nothing more than to be with you forever. But even after what's happened recently the other part of me doesn't know if it could ever work..."

"Felicia, I can't promise you if we can ever have what we once did, or if we can whether or not we can maintain it. But I can promise you that I'm willing to try and make it work. But only if you can love both sides of me this time. Like I told you before I can't go through this again if it's going to be same as before, with you only loving Spider-Man and not wanting anything to do with Peter Parker."

Black Cat smiled again. "Peter, I never stopped being in love with Spider-Man. As for Peter Parker, well..." her smiled widened, becoming quite enticing to Spider-Man, but not in an aggressively sultry way like it usually was. "...let's just say I've learned to accept both men. Love them too."

And with that, Black Cat lunged forward and Spider-Man, though he could have easily moved out of the way if he had wanted, instead held his ground and allowed Black Cat to practically jump on him, pull his mask up, and kiss him as hard and passionately as she could. She continued to kiss him furiously and vigorously, and Spider-Man was hard-pressed to keep up with her. But then again that was how it had always been between them if memory served him right.

She took him back to his apartment, and they made sure no one would interrupt them. After a dinner that was par for the course for her but high-class for him, they shed their iconic costumes and spent the next few hours with only each-other and the love they made to keep themselves company. Needless to say, it was more than enough.

Finally, after their passionate and intense love-making had concluded, Peter and Felicia rested in each-other's arms, with Peter wrapping his tightly around Felicia's waist, keeping her close to him. Call it a protective instinct.

"I must say _Miss Hardy_" Peter said in a playful tone "...you have lost _none_ of your talents."

She chuckled and purred, which enticed him once more. "You weren't too bad yourself _Mr. Parker._" she said in a sultry tone. "Just as strong as I remember."

Peter grinned in response as he continued to hold Felicia close to him. "No matter what happens with Harry and his 'Avengers', the Marvel Knights, and everything else" Felicia said. "...we'll face it together. Spider-Man and the Black Cat, together again. Now and forever."

Peter brought his lips up against Felicia's once more. "I can live with that."

-X-

"Thank you all for coming." Peter greeted to Hobbie Brown, Randy Robertson, and Glory Grant as they all came into his apartment, as they did all of them looking to see that Felicia Hardy and May Parker were also present.

"What's this about Peter?" Randy asked.

"Yeah, you've been making it seem pretty urgent." Hobbie Brown added.

"Well, because the truth is it _is_ urgent. I need to tell you all something. Something you all need to hear."

At this, Hobbie Brown raised an eyebrow while Randy and Glory looked concerned. All the while Peter found himself still baffled as to why Flash was not present, and continued to shoot looks over to the door hoping a knock would come to herald Flashs' arrival. But no such knock ever came, and so instead Peter decided to continue without him.

"...the truth is, I've been keeping a secret from all of you. I thought it was the right thing to do, I thought it would protect you all, but...it won't anymore. Not going forward. Now I need to tell you all the truth. And the truth is…"

Peter raised his arm and shot a web-line at the ceiling. He gave it a good tug, and then shot another web-line at a nearby chair and with one yank pulled it towards him. By now, Hobbie, Glory, and Randy were all gasping in shock, and Glory and Randy in particular looked rather horrified, eyes bulging out and mouths hanging open as their faces were frozen in an expression of shock.

"...I'm Spider-Man."

**Author's Note: And that True Believers brings part two of my Earth 763 Spider-Man trilogy to a close. I hope you all enjoyed reading it as much as I did writing it. And don't worry, part three will come, and maybe, just maybe, a full Dark Reign to go on along with it. But all that's in the future. For right now, I will simply say Excelsior!**


End file.
